Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).

Right of First Refusal. A. Commencing upon Subject to the Effective Date and ending right(s) of any tenant(s) of the Building existing on the date that is of this Lease to lease the last day "Additional Premises" (as defined below) or any portion of the twelfth (12th) month Additional Premises, and provided Tenant has continuously occupied the Premises and is not in default under any terms and conditions of this Lease as of the Termdate Tenant notifies Landlord of its desire to exercise its "Right of First Refusal" (as defined below), and so long as no event has occurred but for the passage of time or the giving of notice, or both, that would constitute a default under this Lease which has not been cured or waived, during the first five (5) lease years Tenant shall have an ongoing a right of first refusal (the “"Right of First Refusal”") to rent any contiguous space which comprises more than 7,500 rentable square feet and which is situated no lower than the twelfth (12/th/) floor and no higher than the twentieth (20/th/) floor of the Building (the "Additional Premises"), subject to the terms and conditions set forth below. Prior to entering into any lease or other agreement with a third party with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after Additional Premises during the first day of the thirteenth five (13th5) month years of the Term, provided that Landlord will give Tenant has neither written notice ("Landlord's Notice") of the terms upon which a third party is willing to rent the Additional Premises. Tenant must notify Landlord in writing within ten (10) business days after Tenant's receipt of Landlord's Notice whether Tenant desires to exercise its Right of First Refusal. Tenant's Right of First Refusal may only be exercised as to the entire Additional Premises and on the same terms as offered by Landlord to the third party. If Tenant does not notify Landlord of its election to exercise its Right of First Refusal nor leased any space in for the building commonly known as Building E of Additional Premises within the Project and shown on the site plan attached hereto as Exhibit A-1 ten (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer 10) business day period described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Adviceherein, then Tenant shall once again will be deemed to have a waived and elected not to exercise its Right of First Refusal with respect to such Refusal Space the Additional Premises, and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant Landlord may enter into a lease or other agreement with written notice advising Tenant of any third party for the Additional Premises on the same terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those and conditions set forth in the first Advice Landlord's Notice. However, if the net effective annual rent Landlord does not enter into a lease or other agreement with a third party for the Additional Premises on the same terms and conditions set forth in Landlord's Notice within six (6) months after the expiration of said ten (10) business day period, or if Landlord intends to enter into a lease with a third party for the Additional Premises on terms materially different from the terms and conditions set forth in Landlord's Notice, then Landlord must first give Tenant a new Landlord's Notice and another opportunity to exercise its Right of First Refusal Space in accordance with this Section 21.21. If Tenant elects to exercise its Right of First Refusal and so notifies Landlord within such ten (10) business day period, then Tenant will accept the Additional Premises in "AS-IS" condition and subject to the same terms and conditions as provided under offered to the Proposed Terms is less than 95% third party, including the payment of Rent, except that (i) the term "Premises" for all purposes of this Lease will thereafter include the Additional Premises, (ii) the numerator of Tenant's Proportionate Share will increase by the amount of rentable square feet contained within the Additional Premises, (iii) Tenant's Lease of the net effective annual rent Additional Premises will be coterminous within the Term of this Lease, including any extensions of the Term; and (iv) on or before taking possession of the Additional Premises Tenant will cause the Security Deposit (be it cash or the Letter of Credit) to be increased by an amount equal to sixty percent (60%) of the cost of any tenant improvements in the Additional Premises to be performed or paid for by Landlord; provided, however, if Tenant's stock is publicly traded as of the Refusal Space date Tenant takes possession of the Additional Premises, and so long as provided under Tenant has satisfied the first Advicerequirements of Section A of Article VI of the Lease Information Summary with respect to cash or cash equivalents, then instead of increasing the Security Deposit as determined described above, Tenant shall, on or before the date Tenant takes possession of the Additional Premises, deposit with Landlord a new Letter of Credit in good faith by Landlord using a commercially reasonable discount rate selected conformity with the terms and provisions of Section 4.2 above and in good faith by Landlord and taking into account all proposed material economic terms relating an amount equal to the Refusal Space, including, without limitation, product of Eleven and 40/100 Dollars ($11.40) multiplied by the length square footage of the termAdditional Premises being leased by Tenant on the date Tenant takes possession of the Additional Premises, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether which Letter of Credit shall be reduced in the form same manner described in Section A of an expansion option, a right Article VI of first offer or refusal, or any similar right)the Lease Information Summary.

Right of First Refusal. A. Commencing upon Landlord hereby grants to the Effective Date Tenant originally named herein (the "Original Tenant"), and ending on any "Permitted Transferee," as that term is set forth in Section 14.8 of this [***] Confidential portions of this document have been redacted and filed separately with the date that is the last day of the twelfth (12th) month of the TermCommission. Lease, Tenant shall have an ongoing on-going right of first refusal (during the “Right of First Refusal”) initial Lease Term with respect to any space located in the 13520 Building E (the “"Refusal Space”"); provided. Notwithstanding the foregoing, however, that such right of first refusal shall be subordinate to all rights of which are set forth in no event shall leases of space in the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day Project as of the thirteenth date hereof (13th) month the "Superior Rights"), including any renewal, extension or expansion rights set forth in such leases. The holders of any such Superior Rights shall be referred to herein collectively as the Term"Superior Right Holders"). The Superior Right Holders and their Superior Rights are set forth on Exhibit A-1, attached hereto. Tenant acknowledges and agrees that Superior Rights need not be exercised strictly pursuant to their terms, provided that Tenant has neither exercised its (i) no expansion right which is a Superior Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has for a prospective tenant, other materially more space than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first AdviceSuperior Right as written, then Tenant (ii) no renewal right shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord be for materially longer term than is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space Superior Right as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalationwritten, and any allowances (iii) no new rights shall be granted which materially diminish Tenant's rights under this Lease. Tenant further acknowledges and agrees that, if a Superior Right Holder exercises a Superior Right, then such Superior Right may be documented pursuant to a lease amendment or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a new lease. Tenant's right of first offer or refusal, or any similar right)refusal shall be on the terms set forth in this Section 1.3.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of During the Term, Tenant Stryker shall have an ongoing a right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E proposed transaction pursuant to which Osiris or any of its Affiliates would transfer, license or otherwise provide a third party with any rights with respect to any Allograft or any other product or service of Osiris or any of its Affiliates for orthopaedic or spinal bone growth application (the a “Refusal SpaceCovered Transaction”); provided. Prior to Osiris or any of its Affiliates entering into any Covered Transaction, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord Osiris will provide Stryker with written notice of exercise the Covered Transaction, including the identity of the other party to the Covered Transaction and the terms and conditions on which Osiris or its Affiliate is willing to enter into the Covered Transaction (a “Transaction Notice”). Stryker will notify Osiris, within ten (10) business days after receiving the Transaction Notice (the “Notice of ExerciseReview Period”), as to whether or not Stryker wishes to enter into a an agreement with Osiris or its Affiliate on the terms set forth in the Transaction Notice. If Stryker notifies Osiris that it wishes to enter into such agreement, then Osiris and Stryker will work in good faith to complete and execute definitive documentation for such agreement within thirty (30) within five (5) Business Days business days after the date of such notice from Stryker (the delivery “Documentation Period”). If either (i) Stryker notifies Osiris that it does not wish to enter into such agreement, (ii) Stryker fails to notify Osiris by the end of the Advice, except applicable Review Period that Tenant shall have no it wishes to enter into such Right of First Refusal and Landlord need not provide Tenant with an Advice if: agreement or (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (biii) the Premisesparties do not complete and execute definitive documentation for such agreement within thirty (30) business days after the date of Stryker’s notice that it wishes to enter into such agreement; then, in each of the foregoing cases, Osiris or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; its Affiliate (cas applicable) this Lease has been assigned (other than pursuant shall be free to enter into a Permitted Transferee) prior Covered Transaction with a third party on terms that are no more favorable to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect third party than those set forth in the first Advice, then Tenant shall once again have Transaction Notice. In no event will Osiris or any of its Affiliates enter into any agreement with a Right of First Refusal third party with respect to such Refusal Space and Landlord, before leasing such Refusal Space any matter for which Osiris is required to such Prospect, shall provide Tenant with written notice advising Tenant of a Transaction Notice on terms that are more favorable to the third party than the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in a Transaction Notice, unless Osiris provides Stryker with another Transaction Notice that sets forth such more favorable terms, which other Transaction Notice will be subject to the first Advice if provisions of this Section 7.1. Neither Osiris nor any of its Affiliates will enter into any agreement with a third party with respect to the net effective annual rent for subject matter of a Transaction Notice prior to the Refusal Space as provided under the Proposed Terms is less than 95% expiration of the net effective annual rent for the Refusal Space as provided under the first Adviceapplicable Review Period (or, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rentif applicable, any base year, any tax or expense escalation or other financial escalation, applicable Documentation Period). *** Confidential information has been omitted and any allowances or other financial concessions, but excluding any right filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this omitted information.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the TermPrior to entering into any contractual obligation pursuant to which SALIX or any AFFILIATE grants, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect licenses or transfers to any space located THIRD PARTY any right to market, sell or promote a GRANULATED MESALAMINE PRODUCT in Building E the TERRITORY, SALIX shall notify EISAI in writing (the an “Refusal SpaceOFFER NOTICE”); provided, however, that . EISAI shall notify SALIX in no event shall the Refusal Space be comprised of less than one full floor of Building E; writing (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (a “Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of ExerciseRESPONSE NOTICE”) within five (5) Business Days [*] days after the date receipt of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need OFFER NOTICE whether or not provide Tenant it wishes to negotiate with SALIX an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than agreement pursuant to a Permitted Transferee) prior to the date Landlord which EISAI would otherwise deliver the Advice; market, sell or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advicepromote such GRANULATED MESALAMINE PRODUCT. If Tenant fails the RESPONSE NOTICE states that EISAI wishes to respond within negotiate such five (5) Business Day period or declines to lease the Refusal Spacean agreement, Landlord may lease the Refusal Space to the Prospect SALIX and EISAI shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined negotiate in good faith for a period of [*] days after receipt of the RESPONSE NOTICE the terms of such an agreement. If the PARTIES are unable to reach an agreement within such [*]-day period, as the same may be extended by Landlord using a commercially reasonable discount rate selected in good faith by Landlord mutual agreement of the PARTIES, then SALIX (or its AFFILIATE) may, within [*] days after the end of such negotiation period, enter into an agreement with any THIRD PARTY pursuant to which such THIRD PARTY [*] Confidential treatment requested; certain information omitted and taking into account all proposed filed separately with the SEC. would market, sell or promote such GRANULATED MESALAMINE PRODUCT; provided that the material economic terms relating of such THIRD PARTY agreement are no less favorable, in the aggregate, than those last offered by EISAI. If SALIX (or its AFFILIATE) fails to the Refusal Spaceenter into an agreement with a THIRD PARTY within such [*]-day period, includingthen SALIX and its AFFILIATES may not enter into any agreement granting, without limitation, the length of the term, the net rent, licensing or transferring to any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding THIRD PARTY any right to extend market, sell or promote a GRANULATED MESALAMINE PRODUCT without complying again with all of the term provisions of this Section 6.19. If EISAI fails to deliver a RESPONSE NOTICE within the required [*]-day period, or if the RESPONSE NOTICE states that EISAI does not wish to negotiate such an agreement, then SALIX shall be free to enter into an agreement granting, licensing or transferring to any THIRD PARTY the right to expand the leased premises (whether in the form of an expansion optionmarket, a right of first offer sell or refusal, or any similar right)promote such GRANULATED MESALAMINE PRODUCT.

Right of First Refusal. A. Commencing upon Subject to the Effective Date terms and ending on conditions set forth below and subject to the date that is the last day existing prior rights of the twelfth (12th) month of the Termtenants and such tenants’ rights to extend with respect to such spaces, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect ” for the 4,346 rentable square foot space adjacent to any space located in Building E the Premises as more particularly shown on Exhibit A (the “Refusal ROFR Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day . Any lease to Tenant of the thirteenth (13th) month of the TermROFR Space shall be for a term which shall be coterminous with this Lease, provided that Tenant has neither exercised its if the Third Party Offer (defined below) is for a period in excess of the then-remaining Term (or initial Extension Term), then Tenant’s right to exercise the Right of First Refusal nor leased any space for such ROFR Space shall be contingent upon Tenant effectively exercising its Extension Option set forth in Section B above upon the building commonly known terms and conditions set forth in Section B at the same time as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s it exercises such Right of First Refusal Refusal, and the term of the ROFR Space shall be null and void and Tenant shall instead have coterminous with the Right expiration of First Offer described the applicable Extension Term (as defined in Article 38 belowSection B above). Tenant’s Right of First Refusal shall be exercised as follows: when If Landlord has receives a prospective tenant, other than the existing tenant in the Refusal Space bona fide written offer (the “ProspectThird Party Offer”), who has proposed ) to lease ROFR Space, and if Landlord desires to accept the Refusal Space upon terms and conditions that Landlord is willing Third Party Offer, it shall first make a written offer to accept, Landlord shall advise Tenant (the “AdviceROFR Notice”) upon the same terms as the Third Party Offer (except that the term of such ROFR Space shall be as set forth in this Section D) and any improvements contributed by Landlord shall be pro-rated to account for any variance in the terms under which Landlord is prepared length of term. The ROFR Notice to lease Tenant shall specify the Refusal Space to rent for such Prospect and Tenant may lease the Refusal ROFR Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of availability of such ROFR Space and all other material terms and conditions which will apply to such ROFR Space. In the delivery of event the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is Third Party Offer includes space or property in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior addition to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal ROFR Space, Landlord may lease the Refusal Space ROFR Notice shall reasonably eliminate such additional space and adjust or prorate financial terms to cover only the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal ROFR Space and Landlord, before leasing the ROFR Notice shall disclose such Refusal Space to such Prospect, shall provide modifications. Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to will notify Landlord within five (5) Business Days after of Tenant’s receipt of the ROFR Notice if Tenant wishes to lease such ROFR Space from Landlord on the terms and conditions so specified. If Tenant notifies Landlord that it wishes to lease the ROFR Space, Landlord and Tenant shall execute an amendment to the Lease incorporating the ROFR Space into the Premises upon the terms contained in the ROFR Notice within fifteen (15) days following the later of the date of giving of Tenant’s Notice or the second Advicedate a draft of the amendment is first delivered by Landlord to Tenant. For purposes hereofIf Tenant fails to notify Landlord within said five (5) Business Day period that Tenant intends to lease such ROFR Space, or fails to simultaneously exercise an Extension Option if required as aforesaid, or fails to execute the aforesaid amendment within fifteen (15) days following the later of the date of giving of Tenant’s Notice or the date a draft of the amendment is first delivered by Landlord to Tenant (or, if later, within five (5) business days following Tenant’s receipt from Landlord of an execution version of such amendment incorporating the terms offered to another party contained in the ROFR Notice) (the “Proposed TermsROFR Waiver Date”) ), Tenant shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating have waived its rights with respect to the Refusal SpaceROFR Space for a period of one (1) year from the ROFR Waiver Date and Landlord shall be entitled to lease all or any portion of such ROFR Space to any third party or parties on such terms and conditions, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines all in its sole discretion. Following the expiration of the one-year period following any ROFR Waiver Date, the ROFR Space shall again be subject to Tenant’s Right of First Refusal in accordance with and subject to the provisions of this Section D. Notwithstanding any contrary provision of this Section or any right other provision of this Lease, any Right of First Refusal and any exercise by Tenant of any Right of First Refusal shall be void and of no effect unless on the date Tenant notifies Landlord that it is exercising the Right of First Refusal and on the commencement date of the amendment for the ROFR Space (i) this Lease is in full force and effect and (ii) no default of Tenant has occurred under the Lease which remains continuing and uncured after any applicable notice and opportunity to expand cure and (iii) Tenant shall not have assigned this Lease (other than to an Affiliate), and there shall not be any sublease or subleases in effect as of the leased premises commencement of the term of the Lease for any of the ROFR Space as of the date of Landlord’s notice of the ROFR Space availability and (whether iv) if such ROFR Notice is delivered prior to any exercise by Tenant of the Early Termination Option set forth in Section E below, Tenant shall waive such Early Termination Option in writing. Additionally, the form Right of an expansion optionFirst Refusal shall not apply to any Third Party Offer which is for a term which exceeds the Term of this Lease and any remaining exercisable Extension Options, a right and Landlord shall have no obligation to provide Tenant with notice of first offer or refusal, or any similar right)such Third Party Offer.

Right of First Refusal. A. Commencing upon (a) If at any time during the Effective Date Term of this Lease Landlord shall receive a bona fide offer from a third person for the purchase of Landlord’s right, title and ending on interest in and to the date that is Leased Premises, which offer Landlord shall desire to accept, Landlord shall promptly convey to Tenant the last day terms of the twelfth (12th) month of the Termsuch offer, Tenant shall have an irrevocable, ongoing right of first refusal and may, within fifteen (15) Business Days thereafter, TIME BEING OF THE ESSENCE, elect to purchase Landlord’s right, title and interest in and to the “Right of First Refusal”) with respect to any space located Leased Premises from Landlord on the same terms as those set forth in Building E (the “Refusal Space”)such offer; provided, however, that (i) if the terms of such offer relate to Landlord’s right, title and interest in no event shall and to the Refusal Space be comprised Leased Premises and other property of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”)Landlord, Tenant’s Right of First Refusal right to purchase shall be null limited to Landlord’s right, title and void interest in and to the Leased Premises only and, accordingly, the purchase price shall be prorated equitably to reflect that it only relates to Landlord’s right, title and interest in and to the Leased Premises, (ii) Tenant shall instead have the Right close its purchase within sixty (60) days of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of its notice to Landlord electing to purchase Landlord’s right, title and interest in and to the delivery Leased Premises, (iii) the Purchase Procedure shall apply to the conveyance of Landlord’s right, title and interest in and to the Advice, except that Leased Premises to Tenant herein and (iv) Tenant shall have no such Right right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than first refusal pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant this Paragraph 32 during any period that any Material Event of Default has occurred and is not occupying the Premises on the date Landlord would otherwise deliver the Advicecontinuing. If Tenant fails shall not accept such offer within the time herein specified therefor, said right of first refusal shall cease to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space exist with respect to the Prospect offer in question and shall not be required to provide another Advice any other subsequent third party offer which offer price is at least ninety-eight percent (98%) of the offer previously submitted to Tenant if and which new offer is submitted within twelve (12) months and closed within eighteen (18) months after Tenant’s rejection of the terms upon which Landlord is willing to lease previously submitted offer, but this Lease shall continue otherwise on all the Refusal Space to such Prospect change; providedother terms, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those covenants and conditions in this Lease set forth. The right of first refusal as set forth in the first Advice, then Tenant this Paragraph 32 shall once again have a Right of First Refusal be reinstated with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord any subsequent offer that is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth described in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)foregoing sentence.

Right of First Refusal. A. Commencing upon (a) With respect to each purchase after the Effective Date and ending on until the date that is the last day conclusion of the twelfth Term (12thas defined in Section 2) month by one or more of the TermFedNat Insurance Companies of each layer (each, Tenant a “Reinsurance Coverage Layer”) of their annual property catastrophe excess of loss reinsurance program (the “CAT Reinsurance Program”), PIH shall have an ongoing a right of first refusal (the each, a “Right of First Refusal”) with respect to sell through any space located of its insurance company subsidiaries a maximum of seven and one-half percent (7.5%) of annual in Building E force limit of any and each Reinsurance Coverage Layer so purchased by the FedNat Insurance Companies (the “Refusal SpaceROFR Reinsurance Maximum”); provided, however, that in no event shall PIH have the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its right to exercise a Right of First Refusal nor leased any space such that, immediately after the exercise thereof, PIH and its affiliates collectively would have an annual aggregate in force amount of all reinsurance coverage sold to the FedNat Insurance Companies, in the building commonly known as Building E aggregate, of greater than Fifteen Million and No/100 Dollars ($15,000,000.00) (the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building EReinsurance Limit”), Tenant’s . Each sale by PIH pursuant to a Right of First Refusal shall be null documented under the corresponding Firm Order Terms or Modified Firm Order Terms, as applicable (each as defined below), and void subject in every case to: (I) the terms, conditions, and Tenant shall instead have requirements of all applicable regulations, rules, and laws (including, without limitation, the applicable regulations and laws of the State of Florida) (collectively, “Applicable Laws”) (it being acknowledged and agreed that PIH has no right to exercise a Right of First Offer described in Article 38 belowRefusal or to sell reinsurance to any FedNat Insurance Company pursuant to this Agreement if doing so would violate any Applicable Laws); and (II) the other terms and conditions of this Section 1. Tenant’s All reinsurance sold by PIH pursuant to a Right of First Refusal shall be exercised memorialized by an agreement in such form and subject to such terms and conditions as follows: when Landlord has a prospective tenant, other than the existing tenant are customary in the Refusal Space property and casualty insurance industry (each, a “Reinsurance Agreement”). If any Reinsurance Agreement is entered into by PIH prior to the conclusion of the Term, but the term of the applicable Reinsurance Agreement (the “ProspectReinsurance Period”)) otherwise ends after the conclusion of the Term, who has proposed to lease then such Reinsurance Agreement shall remain in full force and effect after the Refusal Space upon Term in accordance with the terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) provisions of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)applicable Reinsurance Agreement.

Right of First Refusal. A. Commencing upon Provided that at the Effective Date time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and ending on the date that effect, (ii) there is the last day not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the twelfth (12th) month r.s.f of the TermPremises, then Tenant shall have an ongoing a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the “Right Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of First Refusal”any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any space located in Building E time during the one hundred eighty (180) day period following the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day expiration of the thirteenth (13th) month ROFR Negotiation Period, lease all or any portion of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in ROFR Space which was the building commonly known as Building E subject of the Project Availability Notice to any third party on terms and shown conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the site plan attached hereto as Exhibit A-1 (“Building E”)final terms offered to Tenant during the ROFR Negotiation Period, Tenant’s Right of First Refusal Landlord shall be null and void first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the date provisions of the delivery of the Advice, except that Tenant shall this Section have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)satisfied.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the TermWithout limiting Lessee’s rights pursuant to Paragraph 38, Tenant shall have an ongoing Lessor hereby grants Lessee a continuing right of first refusal to lease the entirety of the third (3rd), fifth (5th) or “C” floors of the Building (any, the “ROFR Space”) which is currently available or later becomes available during the Term and any extension thereof (the “Right of First Refusal”). If Lessor receives a bona-fide good-faith offer from a prospective tenant (a “Prospective Tenant”) with respect to any space located in Building E lease the ROFR Space, Lessor shall give written notice to Lessee (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of ExerciseROFR Notice”) within five (5) Business Days after the date days of the delivery third-party offer. Lessee shall have ten (10) business days from the receipt of the AdviceROFR Notice to exercise, except that Tenant shall have no such in writing to the Lessor, the Right of First Refusal. If Lessee fails to notify Lessor of its intent to exercise the Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at within the time that Landlord would otherwise deliver frame described herein, Lessee shall be deemed to have waived the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such that prospective tenant’s offer. If Lessee exercises the Right of First Refusal, Lessee shall be required to lease the ROFR Space. If Lessee exercises its Right of First Refusal for any ROFR Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant during the first twenty-four (24) months of the terms under which Landlord is prepared to Lease term, the lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, ROFR Space shall be on the same terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those and conditions as set forth in this Lease. If Lessee exercises its Right of First Refusal for any ROFR Space after the first Advice if twenty four (24) months of the net effective annual Lease term, the Monthly Rent and allowances for the ROFR Space shall be the fair market value for comparable space in comparable office buildings in the surrounding area. Lessee’s rent for the ROFR Space shall commence when such space is available for occupancy or upon the substantial completion of the mutually agreed-upon improvements of such space (excepting any minor punch-list items), subject to a reasonable and mutually agreed upon schedule for completion of such improvements. The costs for the improvements to the ROFR Space shall be mutually agreed upon by the parties hereto. In the event the parties cannot agree on the Monthly Rent and allowances fair market value described in this Section, they shall agree to establish such rent by the method of arbitration described in Section 41. Lessee shall not have the right to exercise the Right of First Refusal Space as provided at any time that it is in default under the Proposed Terms is less than 95% terms and conditions of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this Lease.

Right of First Refusal. A. Commencing upon In the Effective Date event that at any time during the Lease Term, Lessor receives a bona fide written offer from a third party unaffiliated with Lessor for the lease to such party of space on the second floor of the Building other than the Leased Premises (the "OFFER Space"), which offer Lessor intends to accept on the terms set forth in such offer (or which Lessor has accepted expressly subject to Lessee's rights under this Paragraph 3), Lessor shall give written notice (the "OFFER NOTICE") to Lessee, together with a copy of such written offer received by Lessor. Provided that (i) no Event of Default then exists and (ii) the named Lessee is then occupying the entire Leased Premises, Lessee shall have the right to lease the space identified in the Offer Notice for a term commencing on the date on which Lessor delivers possession thereof to Lessee, and ending on the date that is the last day of the twelfth Lease Term, and otherwise on the terms set forth in the Offer Notice, by giving written notice of exercise (12th"LESSEE'S EXERCISE NOTICE") month to Lessor within ten (10) days after Lessor gives the Offer Notice to Lessee. If Lessee exercises its right under this Paragraph 3 to lease such space, then such space shall become subject to all of the Termterms of this Lease except that to the extent to which the terms set forth in the Offer Notice (including Base Rent and concessions) are inconsistent with any of the terms of this Lease, Tenant the terms set forth in the Offer Notice shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect apply to any space located in Building E (the “Refusal Space”)such space; provided, however, that in no event all events the Lease Term with respect to the Offer Space shall be co-terminus with the Refusal Space be comprised of less than one full floor of Building E; (from and after Lease Term with respect to the first day remainder of the thirteenth (13th) month Leased Premises. In the event that Lessee, for any reason whatsoever, fails or refuses to give Lessee's Exercise Notice within such 10-day period, Lessee shall be deemed to have waived its rights under this Paragraph 3 with respect to the Offer Space for the remainder of the Lease Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies has not, within seven (7) months after Landlord gave the Offer Notice to Lessee, entered into one or more leases covering such Offer Space on terms so that they are not substantially more favorable (described below) to any Prospect the lessee thereunder than those the terms set forth in the first AdviceOffer Notice, then Tenant Lessor shall once again have be required to re-commence the process described in this Paragraph 3 prior to entering into any lease of the Offer Space (or such unleased portion thereof) to a Right third party. In the event that the Offer Space does not include the entire remainder of First Refusal the second floor, Lessee's rights under this Section shall apply separately with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date each portion of the second Advicefloor, but Lessee shall have only one opportunity to exercise the right herein granted with respect to any specific portion of such space on the second floor of the Building. For purposes hereof, Any space which is subjected to the terms offered of this Lease pursuant to another party (this Paragraph 3 shall be delivered broom clean but otherwise in its "as is" condition except as otherwise set forth herein. Effective upon the “Proposed Terms”) date on which Lessor delivers possession to Lessee of any space which is subjected to the terms of this Lease pursuant to this Paragraph 3, such space shall not be deemed to be substantially more favorable than those part of the Leased Premises, subject to all of the terms, provisions and conditions set forth in this Lease (except as otherwise provided above in this Paragraph 3), and Lessee's Proportionate Share shall be appropriately modified. Notwithstanding the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% foregoing, each party to this Lease shall, upon request of the net effective annual rent for other party, execute an amendment to this Lease setting forth the Refusal Space as provided under rentable area of the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Offer Space, including, without limitationthe date on which it becomes subject to this Lease, the length Base Rent to be paid therefor, and Lessee's Proportionate Share as adjusted to reflect the addition of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Offer Space.

Right of First Refusal. A. Commencing upon If at any time during the Effective Date and ending on term of this Agreement Franchisee receives a bona fide offer to purchase the date that is the last day of the twelfth (12th) month of the TermFranchised Business, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord which offer Franchisee is willing to accept, Landlord shall advise Tenant (the “Advice”) Franchisee must give Franchisor written notice of the terms under which Landlord is prepared of the offer and the name of the offeror. Franchisor may elect to lease purchase the Refusal Space Franchised Business on the same terms as contained in the offer within sixty (60) business days after Franchisor’s receipt of the offer, except that in place of any non-cash consideration described in such offer, Franchisor may pay the fair market value thereof in cash. If Franchisor fails to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with give written notice of exercise election or declines election within the sixty (60) business days, Franchisee may sell to the “Notice offeror on the terms offered, subject to the provisions relating to transferability as set forth on this Section 5, provided that such sale must be consummated within ninety (90) calendar days after the expiration of Exercise”such sixty (60) business day period; otherwise the restrictions of this Section 5.6 shall be renewed and any sale or transfer by franchisee of its interest in this Agreement, whether to such offeror or other individual or entity, shall again be subject to the restrictions of this Section 5.6. In the event Franchisor elects to purchase, the purchase must be completed within five ninety (590) Business Days after calendar days from the date of Franchisor’s notice of election to purchase. For purposes of this Section 5.6, the delivery term “fair market value” of any non-cash consideration shall mean the Advice, except that Tenant shall have no fair market value of such Right property as determined by agreement of First Refusal Franchisee and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect changeFranchisor; provided, however, that if Landlord modifies the terms so that they parties are substantially more favorable unable to reach such agreement within sixty (described below60) to any Prospect than those set forth in business days after Franchisor’s receipt of the first Adviceoffer, then Tenant shall once again have a Right the fair market value of First Refusal with respect such property will be determined by one appraiser chosen by the parties, who will determine the value of such property. In the event that the parties are unable to agree upon such Refusal Space and Landlordan appraiser, before leasing such Refusal Space to such Prospectthe parties agree that the Woodland Hills, shall provide Tenant with written notice advising Tenant California, United States office of the terms under which Landlord American Arbitration Association (“AAA”) will be employed to chose an appraiser and such person will determine the fair market value for these purposes. In the event the appraisal process is prepared utilized, the party whose valuation of such property less closely approximated the value pursuant to lease such Refusal Space to such Prospectthe above-described appraisal process, whereupon Tenant may lease the Refusal Spacemeasured by dollar amounts and not percentages, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date will pay all costs of the second Adviceappraisal process. For purposes hereof, Any delay caused by such appraisal process or the terms offered parties’ disagreement over the fair market value of any non-cash property will extend the period in which Franchisor is to another party (act under this Section 5.6 by that number of calendar days equal to the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% period of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)delay.

Right of First Refusal. A. Commencing upon Provided that the Effective Date Tenant originally named herein (a) has not been in monetary default beyond applicable notice and ending cure periods during the Lease Term, (b) has, throughout the Lease Term, materially complied with all of the provisions of Article Five hereof, and (c) is not in default beyond applicable notice and cure periods under this Lease at the time the within right may be exercised, as well as on the commencement date that is the last day for Tenant's leasing of the twelfth Right of First Refusal Space (12th) month as defined below), provided that for such exercise to be effective, any and all such defaults shall be cured prior to the expiration of the Termapplicable notice and cure periods, Landlord grants to Tenant shall have an ongoing right of first refusal refusal, exercisable within the twelve (12) month period commencing on the Term Commencement Date (the “"Right of First Refusal”"), to lease any portion of the second (2nd) floor of the Building (the "Right of First Refusal Space") on the following basis: In the event that Landlord intends to accept a bona-fide third party offer on the Right of First Refusal Space, Landlord shall notify Tenant of such third party offer in writing ("Landlord's ROFR Notice"). Landlord will offer the Right of First Refusal Space to Tenant on the same economic terms as set forth in this Lease (i.e., initial Base Rent of $23.95/rsf with $0.75/rsf annual escalations; four (4) months' free Base Rent; a term coterminous with the Initial Term; and turnkey buildout consistent with a standard office buildout comparable to Landlord's Work for the Third Floor Premises, excluding the Additional Allowance). Tenant may exercise the Right of First Refusal by delivering to Landlord an unconditional exercise ("Tenant's ROFR Notice") of such right within seven (7) business days after delivery by Landlord of Landlord's ROFR Notice to Tenant. Alternatively, Tenant may exercise the Right of First Refusal at its own election any time during the twelve (12) month period commencing on the Term Commencement Date. Time will be of the essence with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall giving of Tenant's ROFR Notice. Tenant must lease all of the Right of First Refusal Space be comprised of less than one full floor of Building E; (from described in Landlord's ROFR Notice and after the first day not only a portion thereof Upon exercise of the thirteenth Right of First Refusal, the Right of First Refusal Space will be deemed added to Tenant's existing Premises, and the parties will execute, within fifteen (13th15) month business days, an amendment to this Lease memorializing the addition of the TermRight of First Refusal Space to the Premises. If Tenant does not timely deliver Tenant's ROFR Notice to Landlord, provided it will be conclusively presumed that Tenant has neither exercised waived its Right of First Refusal nor leased any space in Refusal, and thereafter Landlord shall be free to lease the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have Space to anyone whom it desires. Tenant, following any waiver of its rights hereunder with respect to the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such termsshall, by providing Landlord with written notice within seven (7) days of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the AdviceLandlord's request therefor, except that Tenant shall have no such Right of First Refusal execute and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after a certification confirming the date waiver of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar such right).

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing have, and is hereby granted, a continuing right of first refusal to lease (the “"Right of First Refusal”") with respect to the Temporary Leased Premises and any space located in Building E portion of the First Floor (the “"ROFR Premises"). Tenant may exercise the Right of First Refusal Space”); providedonly if at the time of exercise or thereafter, however, that in (i) no event shall of default then exists under the Refusal Space be comprised of less than one full floor of Building E; Lease Agreement and remains uncured and (from and after the first day ii) Tenant is in possession of the thirteenth (13th) month Long-Term Leased Premises. If Landlord receives a bona fide third party proposal to lease any of the TermROFR Premises that Landlord desires to accept, provided that Landlord will contemporaneously submit a 39 of 51 proposal to Tenant has neither exercised upon the same terms (a "Refusal Lease Proposal"). Tenant shall have a period of seven (7) business days after receipt of a Refusal Lease Proposal to irrevocably and unconditionally exercise, by written notice to Landlord, its Right of First Refusal nor leased any space in to lease the building commonly known as Building E ROFR Premises which is the subject of the Project and shown on Refusal Lease Proposal upon the site plan attached hereto as Exhibit A-1 terms of the Refusal Lease Proposal; provided that all other terms contained in this Lease Agreement shall apply. If Tenant does not exercise a Right of First Refusal within such seven (“Building E”)7) business day period , Tenant’s the Right of First Refusal shall be null and void and waived with respect to such space. If Landlord does not receive written notice from Tenant shall instead have of its exercise of the Right of First Offer described in Article 38 below)Refusal within said seven (7) business day period or Tenant expressly rejects the Refusal Lease Proposal, Tenant's Right of First Refusal shall terminate with respect to that particular ROFR Premises. Upon request of Landlord at any time after exercise by Tenant of the Right of First Refusal, Tenant shall execute and deliver to Landlord an amendment to the Lease specifying (a) the commencement date, (b) the Base Rent schedule for the ROFR Premises, (c) the rentable area of such ROFR Premises, (d) the revised Tenant’s 's pro rata share and (e) any other terms applicable to Tenant's lease of the ROFR Premises, but an otherwise valid exercise of a Right of First Refusal shall be exercised as follows: when fully effective, whether or not such amendment is executed. ATTACHMENT D-1 WORK LETTER TO LEASE AGREEMENT BETWEEN Xxxxxxxx Land Ltd. AND Soliton Inc. This Rider sets forth the respective obligations of, and the procedures to be followed by, Landlord has a prospective tenant, other than the existing tenant and Tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms design and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) construction of those improvements for Tenant's use and occupancy of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Long-Term Leased Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).

Right of First Refusal. A. Commencing upon In consideration of Rock of Ages acceptance of its appointment as Missouri Red's exclusive sales distributor of MRG and of the Effective Date merger of Keystone Memorials, Inc., a Georgia corporation, into Rock of Ages pursuant to an Agreement and ending Plan of Reorganization dated on or about the date that hereof to which Missouri Red is a party and the last day importance of the twelfth (12th) month MRG to Rock of the TermAges, Tenant shall have an ongoing Missouri Red hereby grants Rock of Ages a right of first refusal (the “Right on any sale or other disposition by it of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); providedof its quarries, howeverland, that in no event shall the Refusal Space be comprised buildings, or equipment and Oglexxx, xxe current owner of less than one full floor of Building E; (from and after the first day all of the thirteenth (13th) month outstanding capital stock of Missouri Red, hereby grants to Rock of Ages, on his own behalf and on behalf of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion optionOglexxx Xxxily, a right of first offer refusal on any sale or refusalother disposition, other than a gift or transfer to a member of the Oglexxx Xxxily or to a trust for the benefit of a member of the Oglexxx Xxxily by him or any similar rightsuccessor to him in ownership of said capital stock in the Oglexxx Xxxily, of all or any portion of the capital stock of Missouri Red. In the event of any proposed bona fide sale or other disposition by Missouri Red or any member of the Oglexxx Xxxily of the assets or stock of Missouri Red which is subject to this Section 8, they agree to give Rock of Ages written notice of the same (hereinafter referred to as the "Rights Notice") and of the terms and conditions of the proposed sale or other disposition. Rock of Ages will have ninety (90) days after receipt of a Rights Notice to indicate in writing to the sender of the Rights Notice (the "Sender") its exercise of its right of first refusal with respect to the transaction described in the Rights Notice (the "Acceptance Notice"). Within thirty (30) days of receipt of the Acceptance Notice, the Sender will schedule a closing and notify Rock of Ages in writing thereof. At the closing the stock or asset being sold by the Sender will be purchased by Rock of Ages on the terms set forth in the Rights Notice and the Sender will sell to Rock of Ages the stock or asset being sold free and clear of any rights, charges, encumbrances or liens so that Rock of Ages will receive good and marketable title thereto at the closing. Missouri Red agrees to execute an instrument in writing satisfactory to Rock of Ages to record the existence of Rock of Ages' right of first refusal set forth herein in each Registry of Deeds or other appropriate recording office for each country and city in which Missouri Red owns real estate. Oglexxx xxxl notify Rock of Ages in writing of any disposition of Missouri Red capital stock not subject to Rock of Ages right of first refusal set forth in this Section. Oglexxx xxxo agrees that a legend satisfactory to Rock of Ages shall be applied to all Missouri Red capital stock certificates evidencing the right of first refusal granted to Rock of Ages by Oglexxx xx that all future holders thereof will take and hold their shares of capital stock in Missouri Red subject to the right of first refusal set forth herein.

Right of First Refusal. A. Commencing upon During the Effective Date period commencing with the date as of which the Term Loan Note has been paid in full, and all other amounts owed by Borrower to Lender under the Term Loan Agreement or any other Loan Document have been paid in full, and ending on the date that December [ ], 2003, ABCIC shall, before entering into any quota share or other proportional reinsurance arrangement or agreement in which ABCIC is the last day ceding party, notify Lender in writing that it proposes to enter into such a reinsurance arrangement or agreement and shall furnish Lender with all information with respect thereto as is reasonably requested by Lender, including the material terms and conditions thereof. Lender shall, within 21 days following receipt of the twelfth (12th) month of the Termsuch notice and information from ABCIC, Tenant shall have an ongoing notify ABCIC that it either elects or declines to exercise a "right of first refusal (the “Right of First Refusal”) refusal" to enter into any such reinsurance arrangement or agreement with ABCIC. If Lender elects to pursue such arrangement or agreement, ABCIC and Lender will negotiate in good faith to execute definitive cover notes and/or agreements with respect thereto. If Lender declines to pursue any space located in Building E (such arrangement or agreement or fails to reach definitive agreements with ABCIC with respect thereto within 45 days of ABCIC's receipt of Lender's notice to pursue such arrangement or agreement, ABCIC may, within the “Refusal Space”); providedthree-month period thereafter, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Termenter into a reinsurance arrangement or agreement with any other reinsurer, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing of any such arrangement or agreement with such reinsurer are no more favorable to accept, Landlord shall advise Tenant (the “Advice”) of such reinsurer than the terms under which Landlord is prepared and conditions offered by ABCIC to lease Lender. If ABCIC has not entered into such reinsurance arrangement or agreement with any such reinsurer during such three-month period, ABCIC may not thereafter enter into any such arrangement or agreement with any such reinsurer unless the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant procedures set forth above in this Section 2 again shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)complied with.

Right of First Refusal. A. Commencing upon (a) If during the Effective period commencing on the Option Exercise Date and ending on the date that is the last day upon Completion of the twelfth first Phase 2b Clinical Trial (12thor Phase 3 Clinical Trial if the FDA Meeting results in approval to progress directly to a Phase 3 Clinical Trial) month of Licensed Product after the FDA Meeting, EIP has received a bona fide written offer from a Third Party under which such Third Party proposes to acquire rights to develop and/or commercialize Licensed Product or to acquire ownership of EIP’s rights to Licensed Product, including, but not limited to, through a license of development and/or commercialization rights granted under the License for all or a portion of the TermTerritory or a sale or merger of EIP or substantially all of its assets related to Licensed Product, Tenant Vertex shall have an ongoing the right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E acquire such rights on the same material financial terms and conditions (including price and form and timing of consideration and rights to be granted) (the “Refusal SpaceMaterial Terms”) as those offered by the Third Party. Promptly after receipt of a Third Party offer under the preceding sentence, EIP will deliver to Vertex a description of the Material Terms proposed by such Third Party and the identity of such Third Party (the “Offer Notice”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised . To exercise its Right of First Refusal nor leased any space in the building commonly known as Building E Refusal, Vertex must deliver written notice to EIP within forty-five (45) days of receipt of the Project Offer Notice, and shown the Parties will thereafter negotiate in good faith an agreement based on the site plan attached hereto as Exhibit A-1 Material Terms during the following forty-five (“Building E”), Tenant’s 45) day period. If Vertex declines to exercise the Right of First Refusal shall or the Parties are not able, despite good faith negotiations, to consummate a transaction based on the Material Terms within such forty-five (45) day period, EIP will be null and void and Tenant shall instead have free to consummate an agreement based on the Right Material Terms with the Third Party identified in the original Offer Notice or any of First Offer described in Article 38 belowits Affiliates (a “Third Party Transaction”). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, other than the existing tenant in the Refusal Space MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant I) IS NOT MATERIAL AND (the “Advice”II) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Right of First Refusal. A. Commencing upon (a) Subject to any employment agreement or other employment or compensatory arrangement pursuant to which the Effective Date Corporation has the right to repurchase shares from a Stockholder (in which is event such right shall be prior to this Section 5.2), such Stockholder (other than a Binion Holder) desiring to Transfer any of such Stockholder's Shares (a "Selling Stockholder") shall first notify the Binixx Xxxders of such Selling Stockholder's intention to Transfer such Shares to the proposed transferee (the "Sale Notice") and ending on offer to sell the date that is same to the Binixx Xxxders pursuant to the terms and conditions of this Section 5.2. The Sale Notice shall specify the material terms of the transaction, including the type of Transfer, the proposed transferee, the number of Shares to be transferred, the price per share and the terms of payment. The Binixx Xxxders may elect to purchase all (but not less than all) of the Shares to be transferred at the same price specified in the Sale Notice by delivering a written notice of such election to the Selling Stockholder within 30 days after the delivery of the Sale Notice (the last day of such 30 day period is referred to herein as the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”"Authorization Date"); provided, however, that in no event shall the Refusal Space be comprised of less Binion Holder may purchase more than one full floor of Building E; (from and after the first day its pro rata share of the thirteenth Shares to be Transferred unless one or more Binixx Xxxders has not elected to purchase its entire pro rata share (13th) month and any subsequent allocation of such unsubscribed Shares shall be made pro rata among the subscribing Binixx Xxxders); and provided further that any Binion Holder may assign its right to purchase any portion of such Shares to any of its Affiliates. If the Binixx Xxxders (together with any assignees thereof of the Termrights hereunder) have collectively elected to purchase the Shares to be Transferred, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in then the building commonly known as Building E of Selling Stockholder shall Transfer the Project Shares to the Binixx Xxxders and shown assignees (if any), at the price and on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first AdviceSale Notice, then Tenant and such Binixx Xxxders and assignees (if any) shall once again have a Right consummate the purchase and sale of First Refusal with respect to Shares on such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days not more than 30 days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Authorization Date.

Right of First Refusal. A. Commencing upon Subject and subordinate to (i) the rights of all tenants at the Building under existing leases as of the Effective Date and ending (ii) the herein reserved right of Landlord to renew or extend the term of any lease with the tenant now occupying the ROFR Space (as defined below) (or any of its affiliates, subtenants or assignees), whether pursuant to a renewal or extension option in such lease or otherwise and provided that (a) this Lease is in full force and effect and Tenant is occupying the entire Premises and has not assigned or sublet all or any portion of the Premises except to a Related Entity; (b) no material adverse change in Tenant’s financial condition has occurred; and (c) no Default exists under this Lease either on the date that is the last day Tenant exercises its right of first refusal or as of the twelfth (12th) month time possession of the TermROFR Space is delivered to Tenant, Landlord hereby grants to Tenant shall have an ongoing a one-time right of first refusal (the “Right of First RefusalROFR”) with respect to any space Suite 980 located on the ninth (9th) floor of the Building and further identified in Building E Exhibit F attached hereto (the “Refusal ROFR Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (. If Landlord receives a bona fide written proposal from and after the first day a third party for all or a portion of the thirteenth (13th) month of the Term, provided ROFR Space that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 is acceptable to Landlord (“Building EProposal”), Landlord shall notify Tenant of such proposal in writing, providing a notice describing the business terms of the Proposal (i.e., rent, location of premises, size of premises, length of term, improvement allowance [if any]) (the “ROFR 47842-0001 NY\53603744.6 Notice”). Tenant shall have seven (7) business after the receipt of the ROFR Notice to notify Landlord in writing of the exercise by Tenant of Tenant’s Right 's ROFR with respect to all of First Refusal the space identified in such ROFR Notice (the “Acceptance Notice”), which shall be null on the same terms and void conditions and with respect to the entire space as designated in the ROFR Notice. If Tenant declines to take such ROFR Space or fails to so notify Landlord within such 7-business day period, then Landlord shall have the right to enter into a lease for such ROFR Space with a third party and, except as set forth in the following sentence, Tenant shall thereafter have no further rights under this Section 54. Notwithstanding the foregoing, in the event Landlord fails to enter into a lease with a third party of the applicable ROFR Space within 180 days afer Tenant rejects (or is deemed to have rejected the ROFR Notice), then the foregoing ROFR shall be reinstated. If Tenant properly exercises its ROFR in the manner and within the time period specified herein, then Landlord and Tenant shall instead have enter into a written amendment delivered by Landlord to Tenant within thirty (30) days after Landlord’s delivery of such amendment to Tenant, modifying and supplementing this Lease based on the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant business terms contained in the Refusal Space (the “Prospect”), who has proposed ROFR Notice in form and substance reasonably acceptable to lease the Refusal Space upon terms Landlord and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the AdviceTenant. If Tenant fails to respond within timely enter into such five (5) Business Day period or declines amendment, Landlord, at is option, may deem that Tenant has waived its ROFR under this Section 54, and Landlord shall have the right to enter into a lease with any third party for the Refusal Space, Landlord may lease the Refusal ROFR Space and Tenant shall thereafter have no further rights under this Section 54. This ROFR is personal to the Prospect Tenant and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth void and of no further effect in the first Advice, then Tenant shall once again have a Right event of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant an assignment of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice Lease or a sublease of exercise to Landlord within five (5) Business Days after the date substantially all of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be Premises for substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% all of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length remainder of the term, the net rent, any base year, any tax or expense escalation or Term other financial escalation, and any allowances or other financial concessions, but excluding any right than to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Related Entity.

Right of First Refusal. A. Commencing upon If, at any time during the Effective Date and ending on Term (as same may be extended), (a) Sublandlord shall receive from any other party a bona fide offer, satisfactory to Sublandlord in its commercially reasonable discretion, to accept an assignment of Sublandlord’s interest as tenant under the date that is Xxxxxxxxx, or (b) Sublandlord wishes to assign its interest as tenant under the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect Xxxxxxxxx to any space located other party upon material economic terms that have been negotiated with such party in Building E a bona fide letter of intent or term sheet (an offer under the foregoing clause (a) or a letter of intent or term sheet under the foregoing clause (b) is referred to as an “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building EOffer”), TenantSublandlord agrees to offer to Subtenant, by notice (“Sublandlord’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “ProspectNotice”), who has proposed the right to lease become the Refusal Space assignee of Sublandlord’s interest as tenant under the Xxxxxxxxx upon the same terms and conditions that Landlord is willing as set forth in the Offer. Provided this Sublease shall then be in full force and effect and Subtenant shall not be in default hereunder beyond any applicable grace and notice period, Subtenant may exercise its right to accept, Landlord shall advise Tenant become the assignee of Sublandlord’s interest as tenant under the Xxxxxxxxx by accepting Sublandlord’s offer in writing within ten (the “Advice”10) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days days after the date of Sublandlord’s Notice, in which event Sublandlord and Subtenant shall, subject to the delivery consent of Overlandlord thereto being obtained by Sublandlord within ninety (90) days after the date of such acceptance by Subtenant, enter into an assignment of the AdviceXxxxxxxxx reasonably acceptable to Sublandlord and Subtenant, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if incorporate the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those and conditions set forth in the first AdviceOffer. In the event that Subtenant fails to accept the offer contained in Sublandlord’s Notice within such ten (10) day period, then Tenant Subtenant shall once again be deemed to have a Right waived its rights under this Paragraph 26 to become the assignee of First Refusal with respect Sublandlord’s interest as tenant under the Xxxxxxxxx, unless Sublandlord fails to assign its interest under the Xxxxxxxxx to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord other party within five six (56) Business Days months after the date of the second Advice. For purposes hereofSublandlord’s Notice, the terms offered to another party (the “Proposed Terms”) in which event Subtenant’s rights under this Paragraph 26 shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)reinstated.”

Right of First Refusal. A. Commencing upon the Effective Date and ending If, at any time on or before the date that is three years from the last day date hereof, VTR desires to sell, assign, or otherwise transfer (each, a "Transfer"), directly or indirectly, any or all of the twelfth its shares of capital stock of CNT or any rights in connection therewith (12th"CNT Shares") month of the Term, Tenant shall have an ongoing right of first refusal pursuant to a bona fide offer (the “Right "Bona Fide Offer") from any Person other than UIH, VTR or any of First Refusal”) with respect to any space located in Building E their respective Affiliates (the “Refusal Space”"Proposed Transferee"); provided, however, that in no event it shall first submit a written offer (the Refusal Space be comprised of less than one full floor of Building E; "Offer") to Transfer such CNT Shares (from and after the first day of "Offered Shares") to the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown UIH Parties on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon same terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those as set forth in the first Advice, then Tenant Bona Fide Offer. The Offer shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, set forth all material terms included in the Bona Fide Offer. The Offer shall provide Tenant with written notice advising Tenant that the UIH Parties shall be afforded the same rights to conduct a due diligence investigation as the Proposed Transferee, which investigation will begin as soon as possible after delivery of the Offer. The Offer shall not include any terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant not included in the Bona Fide Offer. The Offer shall further state that the UIH Parties may lease the Refusal Spaceacquire, in its entirety onlyaccordance with the provisions of this Agreement, under such terms, by delivering written notice of exercise to Landlord within five all (5but not fewer than all) Business Days after the date of the second AdviceOffered Shares on the terms and other conditions set forth therein. If any portion of the consideration offered in the Bona Fide Offer is not in cash, the value of such consideration shall be deemed for all purposes under this Agreement to be the value determined in accordance with an appraisal conducted by an independent appraiser agreed upon by UIH and VTR. No Transfer to an Affiliate of VTR (an "Affiliate Transferee") shall be permitted hereunder unless (i) such Affiliate Transferee shall first agree in writing to be bound by the terms of this Article 11, and (ii) Sellers guarantee to UIH performance of, and remain fully liable for any breach by, such Affiliate Transferee of its obligations as set forth in this Article 11. For purposes hereof, the terms offered to another party (the “Proposed Terms”) any event or circumstance that results in a change of control of VTR or an Affiliate Transferee shall not be deemed a Transfer of CNT Shares subject to this Article 11. A change of control shall have occurred with respect to VTR or an Affiliate Transferee if at any time VTR or such Affiliate Transferee ceases to be substantially controlled, directly or indirectly, by one or more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% members of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)VTR Control Group.

Right of First Refusal. A. Commencing upon (A) Applicable to a Transferring Investor and Key Common Holder. In the Effective Date event that a Transferring Investor proposes to Transfer Shares or a Key Common Holder proposes to Transfer Common Shares (the “Transferring Key Common Holder”) (i) to a Person that is not otherwise permitted pursuant to the terms of this Agreement without the prior written consent of the Company and ending on the WP X Funds or (ii) following the third anniversary of the date that is the last day hereof (except in connection with Transfers pursuant to Section 3(b)(iii)), such Transferring Investor and Transferring Key Common Holder shall provide copies of the twelfth (12th) month proposed terms of the TermTransfer to the Company and the Institutional Investors at least 45 days prior to consummation of the proposed Transfer (a “ROFR Notice”). The ROFR Notice shall include, Tenant with respect to the Transfer, at a minimum, the name and address of the prospective third party Transferee, the number of Shares and Common Shares involved (the “ROFR Shares”), the price at which the ROFR Shares are being sold and the estimated closing date. The ROFR Shares shall have an ongoing be subject to a right of first refusal refusal, first, in favor of the Company and, second, in favor of the Institutional Investors (each a “ROFR”). To exercise its ROFR, the Company must deliver a notice (an “Right of First RefusalExercise Notice”) with respect to any space located in Building E the Transferring Investor, the Transferring Key Common Holder and the Institutional Investors within ten (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised 10) days of less than one full floor of Building E; (from and after the first day its receipt of the thirteenth (13th) month ROFR Notice. The Exercise Notice shall indicate the number of ROFR Shares the Company is electing to purchase pursuant to its ROFR, which may be up to the total number of ROFR Shares. If the Company does not elect to purchase all of the TermROFR Shares, provided that Tenant has neither exercised an Institutional Investor may and, in order to exercise its Right of First Refusal nor leased any space in ROFR, must, deliver an Exercise Notice to the building commonly known as Building E Transferring Investor, the Transferring Key Common Holder and the Company following the expiration of the Project Company’s ten (10) day Exercise Notice period and shown within twenty (20) days of its receipt of the ROFR Notice. The Exercise Notice shall indicate the number of ROFR Shares such Institutional Investor (a “ROFR Investor”) is electing to purchase pursuant to its ROFR, which may be up to the total number of ROFR Shares not being purchased by the Company. If the ROFR Investors have elected to purchase more than the total number of ROFR Shares not being purchased by the Company, such ROFR Shares shall be allocated among the ROFR Investors pro rata based on a fraction, the site plan attached hereto as Exhibit A-1 (“Building E”numerator of which shall be the number of Purchased Equity Shares held by a ROFR Investor and the denominator of which shall be the number of Purchased Equity Shares held by all ROFR Investors. If the ROFR Investors do not elect to purchase all of the ROFR Shares not being purchased by the Company, the Transferring Investor and Transferring Key Common Holder shall sell that portion of the ROFR Shares which have been subscribed for by the Company and the ROFR Investor(s) to the Company and such ROFR Investor(s), Tenant’s Right of First Refusal as applicable, and the Transferring Investor and Transferring Key Common Holder shall be null and void and Tenant shall instead have free to Transfer the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior remaining Shares to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those proposed Transferee set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of ROFR Notice on the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those and conditions set forth in the first Advice if ROFR Notice for up to 180 days, at which time such unsubscribed Shares shall again be subject to a ROFR. If the net effective annual rent consideration proposed to be paid for the Refusal Space as provided under ROFR Shares is in property, services or other non-cash consideration, the Proposed Terms is less than 95% fair market value of the net effective annual rent consideration shall be as determined in good faith by the Board. If the Company or a ROFR Investor cannot for any reason pay for the Refusal Space as provided under ROFR Shares specified in its Exercise Notice in the first Advicesame form of non- cash consideration, the Company or such ROFR Investor may pay the cash value equivalent thereof, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length Board. The closing of the term, purchase of ROFR Shares by the net rent, any base year, any tax or expense escalation or other financial escalation, Company and any allowances or other financial concessions, but excluding any right to extend ROFR Investors shall take place by the term or any right to expand later of (i) the leased premises (whether date specified in the form ROFR Notice as the intended date of an expansion option, a right the proposed Transfer and (ii) 45 days after delivery of first offer or refusal, or any similar right)the ROFR Notice.

Right of First Refusal. A. Commencing upon (a) Provided that (i) no default has occurred and is then continuing, (ii) the Effective Date tangible net worth of Tenant is then not less than $50,000,000, (iii) Tenant has not exercised its applicable options to expand as set forth above, and ending on the date that is the last day (iv) Tenant originally named herein or a Permitted Transferee remains in possession of the twelfth (12th) month Leased Premises, and subject to Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the TermRefusal Space now or hereafter leased by such other tenant, Tenant shall have an ongoing on-going right of first refusal ("Refusal Option") to lease the “Right of First Refusal”) with respect to Expansion Space or any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any other space in the building commonly known as Building E (the "ROFR Space"). Prior to entering into any lease that includes all or any portion of the Project and shown on the site plan attached hereto as Exhibit A-1 ROFR Space, Landlord shall notify Tenant in writing (“Building E”), Tenant’s Right "Landlord's Notice") of First Refusal shall be null and void and Tenant shall instead have the Right Landlord's receipt of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed an arms-length offer to lease the Refusal Space upon terms and conditions such space that Landlord is willing to acceptaccept 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 ROFR Space, then the ROFR 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 seven (7) days after Tenant receives Landlord's Notice in which to notify Landlord in writing of its election to lease the ROFR 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 required, Tenant shall be deemed to have waived this Refusal Option as to that particular instance, and thereafter, except as provided in (c) below, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared be free to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal ROFR Space to the Prospect and shall not be required to provide another Advice to Tenant if bona fide offeror or any other third party in accordance with the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth out in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Bona Fide Offer.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that Provided Tenant is the last day of the twelfth (12th) month of the Termnot then in default hereunder, Landlord hereby grants Tenant shall have an ongoing a one-time right of first refusal ("First Refusal Right") to lease all or a portion of the “Right of unleased space (collectively, the "First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th") month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice ifin: (a) Tenant the building known as 000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx, which contains approximately 34,160 rentable square feet and is in Default at the time that Landlord would otherwise deliver the Advice; shown on EXHIBIT A-1 attached hereto, and (b) the Premisesbuilding ----------- known as 000 Xxxxxxxx Xxxxx, or any portion thereofXxxxxx, Xxxxxxxxxx, which contains approximately 53,360 rentable square feet, and is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior shown on EXHIBIT A-2 attached hereto, in ----------- accordance with and subject to the date provisions of this Section 2.4 At any time following receipt by Landlord would otherwise deliver the Advice; of a bona fide letter of intent proposal or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the other written proposal setting forth terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have all or a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant portion of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the First Refusal Space, in its entirety only, under such terms, by delivering Landlord shall give Tenant written notice of exercise 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 within 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 business days after the date 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 second Advice. For purposes hereof, the terms offered to another party First Refusal Space specified in Landlord's notice (the “Proposed "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 so respond in writing to Landlord's notice within said period, Tenant shall not be deemed to have elected clause (ii) above. Should Tenant decline, or be substantially more favorable than those set forth in deemed to have declined, to lease the first Advice if the net effective annual rent for the Designated First Refusal Space as provided under in the Proposed foregoing, Landlord shall be free thereafter to lease the Designated First Refusal Space plus or minus ten percent (10%) thereof to any third party within the one hundred twenty (120) days following the notice of Economic Terms is less than 95% of upon material terms which are substantially the net effective annual rent same as the Economic Terms. In the event Landlord does not enter into a lease for the Designated First Right Space plus or minus ten percent (10%) thereof within such one hundred twenty (120) day period upon material terms which are substantially the same as the Economic Terms, then prior to leasing such Designated First Right Space to any third party, Landlord shall repeat the procedure of offering such space to Tenant in accordance with the provisions of this Section. Once Landlord has offered any such First Refusal Space as provided to Tenant and then enters into a lease for such Designated First Refusal Space plus or minus ten percent (10%) thereof, within the following one hundred twenty (120) days, Tenant's rights under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating this Section with respect to the space so leased shall terminate. Should Tenant timely elect to lease the Designated First Refusal Space, includingLandlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, without limitationand Tenant shall execute and return same to Landlord within ten (10) business days. Tenant's failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant's commitment to lease the Designated First Refusal Space, the length to lease such space to a third party, and/or to pursue any other available legal remedy. If Tenant fails to comply with any of the termprovisions of this paragraph, the net rent, any base year, any tax Tenant's First Refusal Right herein granted shall be thereupon extinguished. Any attempt to assign or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding transfer any right of interest created by this Section other than in connection with a transfer not requiring Landlord's consent pursuant to extend Section 9.4 hereof shall be void from its inception. Tenant's First Refusal Right herein granted shall be superior and prior to those certain first refusal rights in and to the term or any right same First Refusal Space granted pursuant to expand that certain lease of even date herewith by and between Landlord and Tenant for the leased premises located at 000 Xxxxxxxx, Xxxxxx, Xxxxxxxxxx (whether in the form of an expansion option, a right of first offer or refusal, or any similar right"210 ---- Commerce Lease").. ---------------

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the TermIf a Minority Investor has not complied with Section 7.5 then, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E event such Minority Investor receives a bona fide third party offer to acquire any or all of the Project and shown on the site plan attached hereto as Exhibit A-1 such Minority Investor's Units or any interest therein (“Building E”other than a bona fide pledge), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to Section 7.8, which offer such Minority Investor wishes to accept, such Minority Investor shall promptly notify Huntsman Holdings in writing of such offer (the "Beta Notice"), setting forth the name and address of the prospective purchaser, the price or method of determining such price (the "Beta Price"), and the material terms and conditions of such proposed Sale. Huntsman Holdings shall have a Permitted Transfereeperiod of up to thirty (30) prior days (the "Beta Option Period") after the receipt of the Beta Notice within which to notify such Minority Investor in writing that it wishes to acquire all (but not less than all) of such Units at a price equal to the date Landlord would otherwise deliver Beta Price and upon the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect same terms and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those conditions set forth in the first AdviceBeta Notice. If Huntsman Holdings gives such written notice within the Beta Option Period, then Tenant it shall once again have up to an additional ninety (90) days after it gives such notice to do all the things necessary to consummate the transaction, including, but not limited to, receiving consents and entering into agreements. If Huntsman Holdings receives such consents and enters into such agreements as are necessary to consummate the transactions, then such Minority Investor shall be obligated to Sell to Huntsman Holdings, and Huntsman Holdings shall be obligated to acquire from such Minority Investor, such Units at the price and on the terms and conditions set forth in the Beta Notice. If Huntsman Holdings does not give such notice to such Minority Investor within such Beta Option Period or if, having given such notice, Huntsman Holdings shall fail to consummate such transaction with the 90-day period provided above, such Minority Investor shall be free to Sell such Units to the party named in its notice provided that such Sale is consummated within one hundred twenty (120) days after the Beta Sale Reference Date at a Right price equal to or greater than the Beta Price and upon substantially the same terms and conditions (other than the price, which may be higher than the Beta Price) as are set forth in the Beta Notice. Huntsman Holdings shall be entitled from time to time to assign its rights under this Section 7.6 to any of First Refusal its Affiliates. The "Beta Sale Reference Date" shall mean (i) the date on which the Beta Option Period expires or (ii) if Huntsman Holdings shall have given the requisite written notice during the Beta Option Period but shall have failed to consummate such transaction within the 90-day period provided above, the date on which such 90-day period shall end; provided, that if during such 90-day period Huntsman Holdings shall have notified such Minority Investor in writing that Huntsman Holdings will not consummate such transaction and that Huntsman Holdings waives its rights under this Section 7.6 with respect to that particular Beta Notice, then the Beta Sale Reference Date shall be the date of such notice from Huntsman Holdings. Notwithstanding the foregoing, no Minority Investor shall be required to comply with this Section 7.6 (i) in the event of a Huntsman Bankruptcy Event, during the period commencing upon the occurrence of such Huntsman Bankruptcy Event and ending upon the earlier to occur of (x) the dismissal of any such proceeding and (y) the confirmation of a plan of reorganization with respect to such Refusal Space and LandlordHuntsman Bankruptcy Event, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five or (5ii) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if event of a Huntsman Default, during the net effective annual rent for period commencing upon the Refusal Space as provided under occurrence of such Huntsman Default and ending upon the Proposed Terms is less than 95% cure or waiver by the relevant Persons of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)such Huntsman Default.

Right of First Refusal. A. Commencing upon In the Effective Date event Landlord receives a bona fide offer for and ending desires to convey or sell the Premises, it shall tender to Tenant a written notice specifying all the terms and conditions of any such offer to purchase t he Premises and specifying the identity of such proposed purchaser (the "Notice"), and said Notice shall constitute an offer to sell the Premises to Tenant on the date that is same terms and conditions contained in the last day Notice. Within ten (10) days of receipt of the twelfth (12th) month of the TermNotice, Tenant shall have the right to request such information from Landlord as will enable Tenant to conduct an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day economic analysis of the thirteenth offer contained in the Notice (13th"Tenant's Request"). Within fifteen (15) month days of the Termreceipt by Tenant of the later of (i) the Notice and (ii) the information responsive to Tenant's Request, Tenant may elect to exercise either the Option provided that Tenant has neither exercised for in Section 24 hereof or its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”)hereunder and, Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have if it exercises the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal Refusal, shall be exercised as follows: when enter into an agreement with Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed electing to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying purchase the Premises on the date Landlord would otherwise deliver terms and conditions contained in the AdviceNotice. If Tenant fails does not elect to respond exercise the rights granted hereunder within such five (5) Business Day the period or declines described, then Landlord shall have the right to lease sell the Refusal Space, Landlord may lease the Refusal Space Premises to the Prospect and shall not be required to provide another Advice to Tenant if person making said offer upon the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those and conditions set forth in the first AdviceNotice. If Landlord does not sell the Premises to the person making the offer on the terms and conditions set forth in the Notice within sixty (60) days after the time for Tenant to exercise its rights has expired, then Landlord shall not have the right to sell the Premises unless it first shall have reoffered the Premises to Tenant and Tenant again shall once again have fifteen (15) days from the receipt of any requested information to advise Landlord of its intention to purchase. Any offer to purchase the Premises must be for the entire Premises and not just a portion of the Premises. Should Tenant decline to exercise its Right of First Refusal with respect to the Premises, Tenant shall execute such Refusal Space and Landlord, before leasing such Refusal Space instruments as Landlord may reasonably request to such Prospect, shall provide Tenant release its rights hereunder with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating respect to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Premises.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that Provided Tenant is the last day of the twelfth (12th) month of the Termnot then in default hereunder, Landlord hereby grants Tenant shall have an ongoing a one-time right of first refusal ("First Refusal Right") to lease all or a portion of the “Right of unleased space (collectively, the "First Refusal”) with respect to any space located in Building E (the “Refusal Space”)") in the building known as 000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx, which contains approximately 43,760 rentable square feet and is shown on EXHIBIT A-3 attached hereto; provided, however, that in no the event Landlord and Tenant shall fully execute and deliver the "200 Commerce Lease" (as hereinafter defined) not later than June 28, 2002, then the First Refusal Space shall instead be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any unleased space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice ifin: (a) Tenant the building known as 000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx, which contains approximately 34,160 rentable square feet and is in Default at the time that Landlord would otherwise deliver the Advice; shown on EXHIBIT A-1 attached hereto, and (b) the Premisesbuilding known as 000 Xxxxxxxx Xxxxx, or any portion thereofXxxxxx, Xxxxxxxxxx, which contains approximately 53,360 rentable square feet, and is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior shown on EXHIBIT A-2 attached hereto, in accordance with and subject to the date provisions of this Section 2.4 At any time following receipt by Landlord would otherwise deliver the Advice; of a bona fide letter of intent proposal or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the other written proposal setting forth terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have all or a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant portion of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the First Refusal Space, in its entirety only, under such terms, by delivering Landlord shall give Tenant written notice of exercise 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 within 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 business days after the date 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 second Advice. For purposes hereof, the terms offered to another party First Refusal Space specified in Landlord's notice (the “Proposed "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 so respond in writing to Landlord's notice within said period, Tenant shall not be deemed to have elected clause (ii) above. Should Tenant decline, or be substantially more favorable than those set forth in deemed to have declined, to lease the first Advice if the net effective annual rent for the Designated First Refusal Space as provided under in the Proposed foregoing, Landlord shall be free thereafter to lease the Designated First Refusal Space plus or minus ten percent (10%) thereof to any third party within the one hundred twenty (120) days following the notice of Economic Terms is less than 95% of upon material terms which are substantially the net effective annual rent same as the Economic Terms. In the event Landlord does not enter into a lease for the Designated First Right Space plus or minus ten percent (10%) thereof within such one hundred twenty (120) day period upon material terms which are substantially the same as the Economic Terms, then prior to leasing such Designated First Right Space to any third party, Landlord shall repeat the procedure of offering such space to Tenant in accordance with the provisions of this Section. Once Landlord has offered any such First Refusal Space as provided to Tenant and then enters into a lease for such Designated First Refusal Space plus or minus ten percent (10%) thereof, within the following one hundred twenty (120) days, Tenant's rights under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating this Section with respect to the space so leased shall terminate. Should Tenant timely elect to lease the Designated First Refusal Space, includingLandlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, without limitationand Tenant shall execute and return same to Landlord within ten (10) business days. Tenant's failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant's commitment to lease the Designated First Refusal Space, the length to lease such space to a third party, and/or to pursue any other available legal remedy. If Tenant fails to comply with any of the termprovisions of this paragraph, the net rent, any base year, any tax Tenant's First Refusal Right herein granted shall be thereupon extinguished. Any attempt to assign or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding transfer any right of interest created by this Section other than in connection with a transfer not requiring Landlord's consent pursuant to extend Section 9.4 hereof shall be void from its inception. Tenant's First Refusal Right herein granted shall be subject and subordinated to those certain first refusal rights in and to the term or any right same First Refusal Space granted pursuant to expand that certain lease of even date herewith by and between Landlord and Tenant for the leased premises located at 000 Xxxxxxxx, Xxxxxx, Xxxxxxxxxx (whether in the form of an expansion option, a right of first offer or refusal, or any similar right"200 Commerce Lease").

Right of First Refusal. A. Commencing upon (Additional Reference Subject) ----------------------- Tenant shall have a right of first offer with respect to certain space consisting of approximately 20,000 rentable square feet on the Effective Date 400 Level of the C Building (the "Expansion Space") as follows: Upon expiration of the rights of existing tenants of the Expansion Space, and ending provided such existing tenants elect not to remain in such Expansion Space beyond the termination of their lease terms, before marketing such Expansion Space, Landlord will offer the same to Tenant ("First Offer"). The First Offer will be at $15.00 per rentable square foot through May 31, 1993 and thereafter at prevailing fair market rental rates (which First Offer will so state such prevailing rates) for the space in an "as-is" condition on the date herein with minor cosmetic improvements as reasonably requested by Tenant. Within 20 days of receiving Landlord's First Offer, Tenant may in writing elect to accept the First Offer, in which case an appropriate amendment to this Lease shall be executed forthwith, provided however, that if the First Offer is made during or after the last day of the twelfth (12th) month fifth Lease Year of the Term, Tenant shall have an ongoing right of first refusal (may elect to accept the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Offer only if Tenant has neither exercised its Right already elected or then simultaneously elects to extend the Term of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the AdviceLease. If Tenant fails to respond accept such First Offer within such five 20 day period (5) Business Day or accepts such offer but fails to execute an appropriate amendment to this Lease within the 10 day period or declines to lease following expiration of the Refusal Space20 day period), then Landlord may market such space and may enter into any lease for such Space within the Refusal Space 360 day period thereafter so long as the rent and other economic terms taken as a whole are not more than ten percent (10%) less favorable to Landlord than were the Prospect and terms of the First Offer (but the term may be longer or shorter than the First Offer term). Should Landlord desire to conclude a lease on materially less favorable terms, then Landlord shall not be required to provide make another Advice First Offer to Tenant if reflecting such less favorable terms and Tenant shall have the same rights as set forth above, except that the 20 day period for accepting such offer shall be 10 days and the 10 day period for executing the lease amendment shall be five days (with Landlord then being free to enter into a lease on economic terms upon which not materially less favorable to Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms most recently offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar rightTenant).

Right of First Refusal. A. Commencing upon The Seller hereby grants to the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing Selling Agent a right of first refusal for a period of twelve (the “Right of First Refusal”12) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (months from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery Closing of the Advice, except that Tenant shall have no such Right Offered Securities hereunder to be engaged as the placement agent for any public or private sale of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at securities of the time that Landlord would otherwise deliver Seller to be made by the Advice; (b) the Premises, Seller or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior of its affiliates or subsidiaries. The compensation to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises Selling Agent for any such future placement shall be negotiated on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect changemutually agreeable terms; provided, however, however that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth such compensation will be at fair market value rates which is usual and customary in the first Adviceindustry. If the foregoing correctly sets forth the understanding between us, then Tenant please indicate acceptance by signing in the space provided below for that purpose and return to us a counterpart hereof so signed, whereupon this letter and Selling Agent’s acceptance shall once again have constitute a Right of First Refusal with respect binding agreement between us. Very truly yours, VIRAGEN INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxxx (Authorized Officer) Xxxxxx X. Xxxxxx Executive VP/CFO The foregoing Selling Agreement for Viragen International, Inc is hereby accepted and agreed to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant as of the terms under which Landlord is prepared date first above written. XXXXXX XXXXX SECURITIES, INC. As Selling Agent By: /s/ Xxxxxx Xxxxxx (Authorized Officer) Xxxxxx Xxxxxx By: (Authorized Officer) Offeree Name: __________________ Offeree No.: ___________________ EXHIBIT A TERM SHEET VIRAGEN INTERNATIONAL, INC. CONFIDENTIAL TERM SHEET Up to lease such Refusal Space 18,000 Units Each Unit to such Prospectconsist of one share of Series C 24% Cumulative Preferred Stock and 200 shares of Common Stock Maximum Offering — $1,800,000 Minimum Purchase — $25,000 (250 Units) THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, whereupon Tenant may lease the Refusal SpaceAS AMENDED (THE “SECURITIES ACT”), in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the THE “Proposed TermsSEC”) shall not be deemed OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR THE MERITS OF THIS OFFERING, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND MAY NOT BE AN APPROPRIATE INVESTMENT FOR PERSONS WHO CANNOT AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS”. Shares(1) Price to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating Investors Sales Commissions(2) Proceeds to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).Company(3) Per Unit $ 100 $ 8.00 $ 92.00 Maximum Offering $ 1,800,000 $ 144,000 $ 1,656,000

Right of First Refusal. A. Commencing upon For a period beginning on the Effective Date and ending on lasting through October 31, 2013 (subject to the date that is the last day possible extension in accordance with Section 3 of the twelfth (12th) month of the Termthis Agreement), Tenant shall Medtronic will have an ongoing a right of first refusal (the “Right of First RefusalROFR”) with respect to any space located in Building E license, sale, assignment, transfer or other disposition (the “Refusal SpaceTransfer”) by Tengion of any material portion of intellectual property (including patents and trade secrets) (“IP”) or other assets related to Tengion's Neo-Kidney Augment program (an “NKA Transaction”); , provided, however, that in no event an NKA Transaction shall not include: (i) the Refusal Space be comprised Transfer of less than one full floor of Building E; (from and after the first day of the thirteenth (13tha) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, IP directly related to Tengion development programs other than the existing tenant Neo-Kidney Augment and (b) any IP, which may be broadly applicable or useful to multiple product candidates or fields of use (inclusive of Neo-Kidney Augment), provided, that the transferee party to such Transfer would not compete as a result of such Transfer with the Neo-Kidney Augment, and such Transfer would not otherwise materially diminish the value of the Neo-Kidney Augment; or (ii) a Change in Control Transaction. During the period described in the Refusal Space (first sentence of this Section 1, upon receipt of a bona fide proposal regarding, or if no such proposal is received then upon the “Prospect”)Tengion’s decision to pursue, who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to acceptan NKA Transaction with a third party, Landlord shall advise Tenant (the “Advice”) Tengion will promptly provide Medtronic written notice of the terms under which Landlord is prepared of the proposed NKA Transaction, including all related agreements. Upon receipt of such written notice, Medtronic shall have 45 days to lease consider entering into a transaction with Tengion on substantially the Refusal Space same terms as the proposed NKA Transaction. If Medtronic elects to pursue such Prospect a transaction, it shall deliver written notice to Tengion within such period, and Tenant may lease the Refusal Space, under such terms, by providing Landlord with parties will proceed to negotiate and finalize definitive agreements. If Medtronic does not deliver the notice described in the preceding sentence within the 45 day period following receipt of Tengion’s written notice of exercise the proposed NKA Transaction, Tengion will be free for a period of 90 days thereafter to consummate the NKA Transaction on substantially the same terms, and with the third party, described in its written notice to Medtronic. If Tengion does not consummate the NKA Transaction within such period, the ROFR shall reset. (For avoidance of doubt, the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant rights and obligations described in this Section 1 shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premisesapply to any bona fide proposal regarding, or any portion thereofdecision to pursue, is sublet at an NKA Transaction with a third party received or made (respectively) during the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advicesentence of this Section 1, then Tenant notwithstanding the fact that the 45-day and 90-day periods described herein may exceed the same.) For purposes of this Agreement, a Change in Control Transaction shall once again have mean: (1) the sale of all or substantially all of the assets of Tengion to an unrelated person or entity, (2) a Right merger, reorganization, consolidation or similar transaction pursuant to which the holders of First Refusal with respect Tengion’s outstanding voting power immediately prior to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant transaction do not own a majority of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date outstanding voting power of the second Advice. For purposes hereofresulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, or (3) the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% sale of all of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating stock of Tengion to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax an unrelated person or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)entity.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing The following right of first refusal shall become effective only upon the first date on which both of the following have occurred (the “Right ROFR Effective Date”): (a) the earlier of First Refusal”(i) with respect to any space located in Building E the satisfaction and discharge of all of the outstanding 8 5/8% Senior Secured Notes due 2018 (the “Refusal SpaceNotes”); provided, however, that in no event shall ) pursuant to the Refusal Space be comprised of less than one full floor of Building E; (from terms and after the first day conditions of the thirteenth Indenture, dated as of January 25, 2011, by and between the Exide and Xxxxx Fargo Bank, National Association or (13thii) month the repayment of such Notes in full at maturity and (b) the Termearlier of (i) the termination of, provided that Tenant has neither exercised its Right and repayment in full of First Refusal nor leased any space in all obligations under, the building commonly known Credit Agreement, dated as Building E of January 25, 2011 (the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building ECredit Agreement”), Tenant’s Right by and among Exide Technologies, Exide Global Holding Netherlands C.V., various financial institutions named therein, and Xxxxx Fargo Capital Finance, LLC, as administrative agent or (ii) the amendment, restatement or replacement of First Refusal shall be null and void and Tenant shall instead have such Credit Agreement such that this right of first refusal is permitted thereunder. During the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after year period following the date ROFR Effective Date, if a bona fide offer is received from a third- party prospective buyer for all or a portion of the delivery of Bowtie Parcel, then Exide shall notify the Advice, except that Tenant City in writing and offer the Bowtie Parcel to the City at the price and upon the same or better terms as named by the prospective buyer. City shall have no thirty (30) days from receipt of such Right of First Refusal notice or until the City’s next regularly scheduled City Council meeting, whichever is longer, to consider this offer, and Landlord need if the City accepts, City shall have one hundred and twenty (120) days to close. If the City does not provide Tenant with an Advice if: (a) Tenant is in Default at exercise this right, Exide shall then have the time that Landlord would otherwise deliver the Advice; (b) the Premises, right to sell all or any portion thereof, is sublet at of the time Landlord would otherwise deliver Bowtie Parcel to such third party prospective buyer on the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior same terms and conditions as contained in the bona fide offer delivered to the date Landlord would otherwise deliver City. The City may shorten or eliminate any applicable time periods in this paragraph by waiving or declining in writing to exercise the Advice; or (d) Tenant is not occupying City’s right of first refusal. The City shall have the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails right to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space assign its right of first refusal to the Prospect and shall not be required EDC and/or the CDC. Exide further agrees to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined consider in good faith any offer by Landlord using the Frisco Parties, from time to time, to purchase all or a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length portion of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Bowtie Parcel.

Right of First Refusal. A. Commencing upon (a) Borrower hereby agrees that, if at any time prior to the Effective ROFR Termination Date and ending on the date that is the last day of the twelfth (12th) month of the Termas defined below), Tenant Borrower, Parent or their Affiliates shall have an ongoing right of first refusal obtained a bona fide third-party offer (the “Right of First RefusalThird-Party Securitization Offer”) with to enter into a securitization transaction in respect of assets meeting the criteria necessary to any space located be Receivables under this Agreement that Borrower, Parent or their Affiliates wish to pursue, Borrower or such Affiliates shall, in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) writing within five (5) Business Days of receipt of such offer, inform Agent (for the benefit of the Lenders and Agent will notify the Lenders) (such writing to Agent is referred to herein as the “Securitization First Refusal Offer”) of such Third-Party Securitization Offer and the terms and conditions of such Third-Party Securitization Offer (and shall attach a copy of such Third-Party Securitization Offer to such Securitization First Refusal Offer) and, in such Securitization First Refusal Offer, shall offer to Lenders a right of first refusal in respect of such securitization transaction. Lender’s right of first refusal shall grant Lenders the right, within fifteen (15) Business Days, (or, if good faith negotiations are ongoing, twenty (20) Business Days) after the receipt of such Securitization First Refusal Offer, to deliver a writing to Borrower, Parent or such Affiliates (the “Securitization Acceptance”) stating that Lender(s) agree to enter into such securitization transaction on economic and material non-economic terms which shall be the same or more favorable to the Borrower, Parent, Originator or their Affiliates than the corresponding terms under such Third-Party Securitization Offer (as such material terms were communicated to Agent by Borrower or included (or excluded) in the Third-Party Securitization Offer, including any specific material conditions (if any) in respect of due diligence, documentation or conditions precedent set forth in such Third-Party Securitization Offer). Upon receipt of the Securitization Acceptance by Borrower or such Affiliates, one or more Lenders or their respective Affiliates, on the one hand, and Borrower or such of their Affiliates, on the other hand, shall, in good faith enter into an agreement for such transaction on the terms set forth in such Securitization Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent). If such Lenders have declined to exercise its right under such Securitization First Refusal Offer, or shall have failed to respond to such Securitization First Refusal Offer or shall have offered a counterproposal to Borrower in respect of such Securitization First Refusal Offer, Lenders shall in each such case be deemed to have declined to exercise its right under such Securitization First Refusal Offer and the Borrower and its Affiliates shall be free to close such Third-Party Securitization Offer within one hundred fifty (150) days of the date of the delivery of the Advice, except that Tenant shall have no such Right of Securitization First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior Offer on terms substantially similar to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those thereof set forth in such Third-Party Securitization Offer so long as such transaction does not otherwise violate this Agreement. If Borrower or such Affiliates shall have failed to so close such transaction within said one hundred fifty (150) days or if the first Advicematerial terms of such transaction are materially modified from the description of such terms in the Third-Party Securitization Offer, then Tenant shall once again have a Right new right of First Refusal first refusal for the benefit of Lenders with respect to such Refusal Space and Landlord, before leasing such Refusal Space transaction shall immediately arise subject to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospecthereof. As used herein, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day The rentable area of the twelfth building of which the Demised Premises is a part and which is outlined in green upon Exhibit D is currently vacant (12th) month of the Term, "Unoccupied Space"). Landlord does hereby grant Tenant shall have an ongoing a first right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premisesavailable space, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; comprising approximately 3,806 (c+ or -) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises square feet, on the date following terms and conditions. Landlord would otherwise deliver shall provide Tenant with a copy of a bona fide offer to lease all or any portion of the Adviceaforesaid 3,806 (+ or -) square feet of Unoccupied Space. If Tenant fails to respond within such Within five (5) Business Day period or declines business days thereafter Tenant, if it so elects, may choose by written notice to Landlord to lease the Refusal Spacesame portion of the Unoccupied Space on the same terms and conditions as said offer, Landlord may lease the Refusal Space to the Prospect except as set forth below. If Tenant timely exercises its right of first refusal, ("exercise date") and shall not be required to provide another Advice to Tenant if the terms upon conditions referred to elsewhere herein are satisfied, the Demised Premises as defined in ARTICLE 1 PREMISES-TERM OF LEASE shall thereupon be expanded to include the subject portion of the aforesaid 3,806 (+ or -) square feet of Unoccupied Space and Tenant's ARTICLE 2 TENANT'S PRO RATA PORTION OF THE BUILDING shall thereupon be expanded to that percentage which Landlord is willing equivalent to lease a fraction, the Refusal Space numerator of which is the total square feet of floor space of the Demised Premises expanded to such Prospect change; providedinclude the said additional Demised Premises and the denominator of which is the total square feet of rentable floor space of the building of which the Demised Premises is a part, howeverand ARTICLE 5 SECURITY DEPOSIT BY TENANT shall thereupon be supplemented to constitute an amount equal to one (1) months rent for the Demised Premises as so expanded, that if Landlord modifies and Net Basic Rent shall thereupon be increased in accordance with the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in and conditions of said offer for the first Advice, then additional Demised Premises. Should Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall not provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord as above within the aforesaid five (5) Business Days after the date day period, this right of first refusal and any and all other claims of the second AdviceTenant to rights in all or any portion of the aforesaid 3,806 (+ or -) square feet of Unoccupied Space shall be deemed irrevocably waived by Tenant. For purposes hereofTime is of the essence. If the "exercise date" is on other than the first day of the month, rent (Net Basic Rent and Additional Rent) for the terms offered month during which exercise takes place shall be apportioned. If the first right of refusal is timely exercised as above, then except as set forth above, all other terms, covenants and conditions of this Lease shall apply to another party (the “Proposed Terms”) additional Demised Premises. Tenant shall not have any right of first refusal except as hereinabove set forth, and Tenant shall be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a have waived irrevocably this right of first offer refusal should it be in default after applicable cure period of any Lease covenant at the time its exercise is due hereunder or refusal, or any similar right)shall fail to cure the same after applicable cure period if at the time of exercise the cure period has not expired and/or should it not be in occupancy of the Demised premises at the "exercise date" other than during the period prior to Tenant's initial occupancy of the Demised Premises. This right of first refusal is not assignable by Tenant.

Right of First Refusal. A. Commencing upon the Effective Date and ending With respect to space that becomes available for lease to third parties on the date that is the last day floor of the twelfth (12thBuilding which is directly adjacent to the floor(s) month of the TermPremises (the “Reserved Area”), Tenant shall have an ongoing right of first refusal during the Lease Term (as the same may be extended pursuant to the Extension Option Rider attached hereto), as more particularly set forth in this Section 1.4. Notwithstanding the foregoing (i) the lease term for Tenant’s lease of the Expansion Area (as defined below) pursuant to Tenant’s exercise of the right of first refusal shall commence only following the expiration or earlier termination of (A) any existing lease pertaining to the Expansion Area (the “Right Existing Leases”), and (B) if the Expansion Area is vacant as of First Refusalthe date of this Lease, the first lease pertaining to the Expansion Area entered into by Landlord after the date of this Lease (collectively, the “Superior Leases”), including any renewal or extension of any such existing or future lease, whether or not such renewal or extension is pursuant to an express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, and (ii) with respect such first refusal right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to (X) the tenants of the Superior Leases, and (Y) any space located other tenant of the Real Property which right exists as of the date hereof (the rights described in Building E items (i) and (ii), above to be known collectively as “Superior Rights”). Subject to Superior Rights, if Landlord receives from a bona fide third party an offer (or offers to a bona fide third party the right) to lease all or any part of the Reserved Area on terms acceptable to Landlord, Landlord agrees to deliver to Tenant a notice as set forth in this Section 1.4 (the “Refusal SpaceAvailability Notice”); provided. For purposes of this Section 1.4, however, that an email delivered to the email address set forth in no event shall the Refusal Space be comprised Section 5 (Address of less than one full floor of Building E; (from and after the first day Tenant) of the thirteenth Basic Lease Information (13th) month which email address for purposes of notices, shall be subject to change pursuant to Section 24.19 [Notices] below), with a confirmed receipt by Tenant or Tenant’s broker, shall be considered a delivered notice. Such Availability Notice shall set forth the Term, provided that Tenant has neither exercised rental rate and such other terms as are acceptable to Landlord in its Right of First Refusal nor leased any space sole discretion (which will match the terms set forth in the building commonly known as Building E of offer received from or delivered to such bona fide third party) (the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building EExpansion Terms”), Tenant’s Right and shall set forth the portion of First Refusal shall be null the Reserved Area offered to the third party and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant any additional area in the Refusal Space Building included in such offer (the “ProspectExpansion Area”). If Tenant, who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”i) within five (5) Business Days business days after the date receipt of the delivery first (1st) Availability Notice, and (ii) within three (3) business days after receipt of any future Availability Notices, indicates in writing its agreement to lease the Expansion Area on the terms and conditions set forth in the Availability Notice, the Expansion Area shall be included within the Premises and leased to Tenant pursuant to the terms and conditions of the AdviceAvailability Notice and otherwise on the terms and conditions of this Lease. Accordingly, except that the Base Rent payable under this Lease shall be increased by the amount of Base Rent attributable to the Expansion Area and Tenant’s Share of Operating Expenses, Tax Expenses and Utilities Costs and parking allocation shall be adjusted to reflect the addition of the Expansion Area. The lease term for the Expansion Area shall, unless otherwise provided in the Availability Notice as part of the Expansion Terms therein, expire coterminously with Tenant’s lease of the Premises, but in no event shall Tenant lease the Expansion Area for a period of less than twenty-four (24) months, unless otherwise agreed by Landlord. Tenant shall take [FINAL EXECUTION COPY]SMRH:478611488.18 -2- 600 B STREETMitek Systems, Inc. 92917 35XW-244846 the Expansion Area in its “AS-IS” condition (unless otherwise provided in the Availability Notice as part of the Expansion Terms), and Tenant shall be entitled to construct improvements in the Expansion Area at Tenant’s expense, in accordance with and subject to the provisions of Article 8 (Additions and Alterations) of this Lease. The parties shall promptly execute an amendment to this Lease stating the addition of the Expansion Area to the Premises, the Base Rent adjustments and such other modifications described above. If Tenant does not indicate, within five (5) business days after receipt of the first (1st) Availability Notice, or within three (3) business days after receipt of the second (2nd) Availability Notice as set forth below (if applicable), its agreement to lease the Expansion Area, Landlord thereafter shall have the right to lease the Expansion Area to any third party; provided, however, (i) that if the net effective rent payable by another prospective tenant would be less than ninety percent (90%) of the net effective rent specified in the Availability Notice (taking into account all economic terms of the proposed lease arrangement, including rental rate, free rent, tenant improvements and other allowances and concessions), then Landlord shall re-offer the Expansion Area to Tenant in accordance with the terms of this Section 1.4 (at the net effective rent offered to such other prospective tenant), prior to proceeding with such third-party lease, and (ii) if Landlord fails to lease the space to a third party within one hundred eighty (180) days following Tenant’s election not to lease the space, Tenant’s right shall again apply (unless and to the extent Landlord is then in active negotiations with a third party, in which event such 180-day period will be extended to allow such negotiations to continue). Tenant’s rights specified in this Section 1.4 are personal to the original named Tenant hereunder executing this Lease (the “Original Tenant”), and its Affiliates permitted pursuant to Section 14.7 (Affiliated Companies/Restructuring of Business Organization) below, and may not be assigned to or exercised by any other person or entity. Tenant’s right to exercise its right of first refusal is subject to (A) no such Right of First Refusal and Landlord need not provide breach or default by Tenant with an Advice if: (a) Tenant is in Default existing under this Lease or the Sublease at the time that Landlord would otherwise deliver of Tenant’s exercise of the Advice; right of first refusal, (bB) Landlord's lender’s approval of the PremisesExpansion Terms if required, or any portion thereofand (C) Landlord’s review and approval of Tenant’s current financials upon Tenant’s exercise of its right of first refusal. Tenant may exercise its right of first refusal only if Tenant, is sublet together with all Affiliates, continues to occupy at the time Landlord would otherwise deliver the Advice; least seventy-five percent (c75%) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying of the Premises on in accordance with the date Landlord would otherwise deliver the Adviceterms of this Lease. If Tenant fails to respond within timely exercise its rights under this Section 1.4 in accordance with the terms and conditions set forth herein, such five (5) Business Day period rights shall be of no further force or declines to lease the Refusal Space, Landlord may lease the Refusal Space effect as to the Prospect particular Availability Notice (but will remain in effect as to any subsequent availability of the Reserved Area, subject to and shall not be required to provide another Advice to Tenant if in accordance with the terms upon which Landlord and conditions of this Section 1.4). Time is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, essence in Tenant’s exercise of its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)rights hereunder.

Right of First Refusal. A. Commencing upon Beginning on the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the TermDate, provided that Tenant is not in default under this Lease beyond applicable notice and cure periods and provided further that, if the Initial Term has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E commenced, Tenant occupies one hundred percent (100%) of the Project and shown on Premises, then Landlord agrees that prior to leasing one or more of the site plan attached hereto as Exhibit A-1 (“other suites of the Building E”)to a third party for the first time, Tenant’s Right Landlord shall submit a copy of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed first bona fide offer to lease the Refusal Space upon terms and conditions such space from a third party that Landlord is willing to accept, Landlord shall advise Tenant accept (the “AdviceOffer”) of the terms under which Landlord is prepared to Tenant. Tenant shall have a one-time right (“ROFR”) to elect to lease the Refusal Space entire space identified in the Offer (“Offer Space”), on terms and conditions identical to such Prospect and those contained in the Offer (except as indicated below), provided that Tenant may lease the Refusal Space, under such terms, by providing Landlord with delivers written notice of exercise exercising its ROFR within seven (the “Notice of Exercise”7) within five (5) Business Days after the date of the business days following delivery of the Advicecopy of the Offer from Landlord to Tenant. If Tenant duly and timely exercises the ROFR, Landlord and Tenant shall promptly amend this Lease to include the Offer Space on terms and conditions identical to those contained in the Offer, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver term of the Advice; lease relative to the Offer Space shall be coterminous with the Lease for the Premises and (b) any concessions in the PremisesOffer (e.g., any improvement allowance) shall be equitably reduced to correspond with a reduced amortization period equal to the remaining portion of the existing Term. If for any reason, Tenant fails to duly and timely exercise the ROFR, or if Tenant properly exercises such right but thereafter for any portion thereofreason does not enter into the amendment of the Lease within thirty (30) days after exercise of the ROFR (unless the delay is caused by Landlord), is sublet at then Landlord shall be free to lease the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than Offer Space to another tenant without any obligation pursuant to a this Section 41.6 and the ROFR shall terminate and be of no further force or effect. The ROFR shall apply during the Initial Term only (and not during any Option Term or other expansion term), shall be personal to the Original Tenant (or any Permitted Transferee) prior and may not be exercised or assigned, voluntarily or involuntarily, by or to the date Landlord would otherwise deliver the Advice; any person or (d) entity other than such Original Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect Permitted Transferee and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space assignable separate and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)apart from this Lease.

Right of First Refusal. A. Commencing upon Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Effective Date and ending Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the date that is Commencement Date, and (iii) Tenant named herein remains in possession of and has been continuously operating in substantially the last day entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the twelfth (12th) month of the TermRefusal Space, as defined below, Tenant shall have an ongoing a right of first refusal (the “"Refusal Option") to lease additional space in the Building (the "Refusal Space"). Landlord shall notify Tenant in writing ("Landlord's Notice") of the availability of available space located within the Building containing approximately 10,000 rentable square feet of space, as more particularly depicted on Exhibit "A" (the "Refusal Space") before entering into a lease with a third party for such Refusal Space. Tenant shall have five (5) business days from its receipt of Landlord's Notice to deliver to Landlord a written acceptance agreeing to lease the Refusal Space on the terms and conditions contained in Landlord's Notice. In the event Tenant fails to notify Landlord of its acceptance within said five (5) day period, such failure shall be conclusively deemed a waiver of Tenant's Right of First Refusal”) Refusal and a rejection of the Refusal Space, whereupon Tenant shall have no further rights with respect to any space located the Refusal Space and Landlord shall be free to lease the Refusal Space to a third party. In the event Tenant accepts the Refusal Space on the terms and conditions specified in Building E the Landlord's Notice, the term for the Refusal Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Refusal Space shall be thirty-six (36) months and the “Term for the original Leased Premises shall be extended, to be coterminous with the term for the Refusal Space”); . The Minimum Annual Rent for the Refusal Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Refusal Space, , provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the Refusal Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, provided, however, that in no event shall the Refusal Space Minimum Annual Rent during such extended term be comprised of less than one full floor the highest Minimum Annual Rent payable during the Lease Term for the original Leased Premises. EXPANSION OPTION Provided that (i) there has not been an event of Building E; Default beyond any applicable cure periods at any time during the Lease Term, (from ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant does not exercise its Right of First Offer as set forth hereinabove, Tenant shall have the option, exercisable after the first day of the thirteenth thirty sixth (13th36th) month of the Lease Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any to relocate to other premises owned by Landlord within the Park meeting Tenant's space in requirements. The expansion space must be 5,000 square feet more than the building commonly known as Building E of Leased Premises. The lease term for the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal expansion space shall be null and void and Tenant shall instead have the Right a minimum of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that years and shall be on terms and conditions mutually acceptable to Landlord and Tenant. Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice pay a penalty in connection with a termination of this Lease. In no event shall Landlord be required to terminate this Lease in order to relocate Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect place other than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and another building owned by Landlord, before leasing such Refusal Space as described above. FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter referred to such Prospect, shall provide Tenant with written notice advising Tenant as the "First Amendment") is made as of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms2nd day of March 2001, by delivering written notice of exercise and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter referred to Landlord within five (5as "Landlord") Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion optionASSET ACCEPTANCE CORP., a right of first offer or refusal, or any similar rightNevada corporation (hereinafter referred to as "Tenant").

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the TermPrior to January 17, Tenant shall have an ongoing right of first refusal 2011 (the “Right RFR Termination Date”), before entering into the initial lease for all or any portion of the third floor of the Building not initially leased to Tenant hereunder or any portion of the first floor of the Building shown on the attached Exhibit 23.01 (collectively, the “First RefusalRefusal Space”) with respect a third party (other than Exempt RFR Transactions, as defined below), and provided that Landlord has received a written proposal or counter-proposal for the applicable First Refusal Space that Landlord is willing to any accept (or Landlord has received an acceptance of a proposal initiated by Landlord, whether or not such acceptance is binding), Landlord shall offer the applicable First Refusal Space to Tenant for lease by written notice to Tenant (“Landlord’s FR Notice”). Within five (5) business days after receipt of Landlord’s FR Notice, Tenant may, by written notice delivered to Landlord, (i) reject Landlord’s FR Notice, or (ii) accept Landlord’s offer to lease such space located for its own use on the terms set forth in Building E this Article 23 (the “Refusal Space”failure by Tenant to timely respond as aforesaid being deemed Tenant’s rejection of Landlord’s FR Notice pursuant to clause (i); provided, howeverabove). If Landlord’s FR Notice is rejected under clause (i) above (or deemed rejected by Tenant’s failure to timely respond), that then Landlord may enter into any lease for such space on materially the same terms set forth in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Termsuch Landlord’s FR Notice, provided that Landlord shall deliver to Tenant has neither exercised its Right of a new Landlord’s FR Notice prior to entering into an initial lease for the applicable First Refusal nor Space (a) with any third party other than the party (or an affiliate of the party) that previously made the offer to, or accepted an offer from, Landlord giving rise to such prior Landlord’s FR Notice, or (b) on terms materially more favorable to the party (or an affiliate of the party) that previously made the offer to, or accepted an offer from, Landlord giving rise to such prior Landlord’s FR Notice, than those terms set forth in such prior Landlord’s FR Notice (it being agreed that a net effective rental rate (after taking into account base rent, tenant improvement allowances, free rent and other concessions) of at least 95% of the net effective rental rate set forth in Landlord’s FR Notice does not constitute materially more favorable terms). If Tenant timely accepts Landlord’s offer to lease the space as set forth in clause (ii) above, the space shall, subject to the following paragraph below and without further action by the parties, be leased by Tenant in its “as is” condition, without any space obligation to construct tenant or other improvements (except that Landlord shall be responsible, at Landlord’s sole cost and expense, to separately demise the space), and otherwise on the terms and conditions then applicable to the remainder of the Premises (e.g. the Base Rent shall be at the then-applicable rate, escalating as otherwise provided in Section 2.01) except that (x) the Finish Work Allowance shall be reduced with respect to the applicable First Refusal Space on a pro rata basis for the actual initial lease term for such First Refusal Space (e.g. if the term of the First Refusal Space is eight years, then the Finish Work Allowance for the First Refusal Space would be 96/126ths of the Finish Work Allowance applicable to the remainder of the Premises on a per square foot basis), (y) the rent commencement date with respect to the applicable First Refusal Space shall be no later than the later to occur of (i) the Rent Commencement Date for the Office Portion of the Premises or (ii) seven (7) months after the execution of the amendment described in the building commonly known as Building E immediately following sentence, and (z) the estimated delivery date that Landlord shall deliver the applicable First Refusal Space to Tenant for the commencement of construction of any Tenant Work shall be no later than the sixty (60) days after the execution of the Project amendment described in the immediately following sentence. At the request of either party, Landlord and shown Tenant shall promptly execute and deliver an agreement confirming such expansion of the Premises and the estimated date the Premises are to be expanded pursuant to this Paragraph with a provision for establishing the effective date of such expansion based on actual delivery. Tenant shall execute any such amendment within 21 days following tender by Landlord provided that such amendment complies with the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right terms of this Article 23. If Landlord fails to deliver the First Refusal Space within 90 days of the estimated delivery date set forth in Landlord’s FR Notice, then Tenant, at its option, may either (x) terminate its obligations with respect to the First Refusal Space upon 30 days prior written notice to Landlord, whereupon all obligations of the parties hereto with respect to the First Refusal Space shall be null and void and without recourse to either party unless Landlord delivers the First Refusal Space within such 30 day period, in which case Tenant’s termination notice shall be null and void and of no further force and effect or (y) if such failure results from matters within Landlord’s reasonable control and is not cured within 30 days following written notice from Tenant, pursue any of its equitable remedies to cause Landlord to deliver such First Refusal Space to Tenant and bring a claim for monetary damages against Landlord, but in no event shall instead have such failure constitute a default of Landlord, result in a right of Tenant to terminate the Right Lease with respect to the remainder of the Premises, or affect the validity of the Lease. In no event shall the rights under this Section 23.01 apply to (x) leases subsequent to the initial lease or leases of all or any portion of the First Offer described in Article 38 belowRefusal Space (such leases, “Initial Leases”), or (y) any space offered to lease for use as a building amenity, such as a cafeteria or fitness center (collectively, “Exempt RFR Transactions”). Notwithstanding any provision of this Section to the contrary, Tenant’s rights under this Section shall terminate on the RFR Termination Date and shall be void, at Landlord’s election, if (i) Tenant is in default hereunder, after any applicable notice and cure periods have expired, at any time prior to the time Tenant makes any election with respect to the First Refusal Space under this Section or at the time the First Refusal Space would be added to the Premises, or (ii) subleases of more than 50% of the Premises are in effect that required Landlord’s consent under Article 13 at the time Tenant makes any election with respect to the First Refusal Space under this Section or at the time the First Refusal Space would be added to the Premises. In connection with the rights granted under this Article 23, Landlord shall, prior to the RFR Termination Date, keep Tenant reasonably informed from time to time of the leasing status of any then-available Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)space.

Right of First Refusal. A. Commencing upon In the Effective Date and ending on event that Abeona or any Affiliate of Abeona proposes to assign, transfer, license or otherwise grant any of Abeona’s rights with respect to any Licensed Products under this Agreement to a Third Party, including Abeona’s rights to receive royalties or other payments for the date that is the last day Commercialization of the twelfth Licensed Products, but excluding any Change of Control transaction of Abeona, (12thsuch proposed transaction, a “ROFR Transaction”) month of the Term, Tenant shall Ultragenyx will have an ongoing a right of first refusal to acquire all rights related to such ROFR Transaction at a valuation, and on such additional terms and conditions, mutually agreed upon by the Parties. Abeona will provide Ultragenyx with advance written notice of the ROFR Transaction (including a summary of the material terms and conditions thereof) (a “ROFR Notice”) and allow Ultragenyx [***] days to respond whether Ultragenyx is willing to acquire all rights relating to or subject to the ROFR Transaction from Abeona (an “Ultragenyx Election Notice”). Upon the receipt by Abeona of an Ultragenyx Election Notice, the Parties will negotiate in good faith for a period of [***] days (the “Right of First RefusalROFR Terms Negotiation Period”) with respect to any space located in Building E finalize the material terms and conditions regarding the acquisition by Ultragenyx of all rights related to such ROFR Transaction (the “Refusal SpaceROFR Term Sheet”); provided. If, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day completion of the thirteenth (13th) month of ROFR Terms Negotiation Period, the TermParties cannot agree upon the ROFR Term Sheet, Abeona may proceed with the ROFR Transaction as originally proposed by Abeona in the ROFR Notice, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in if the building commonly known ROFR Transaction as Building E originally proposed is not executed within [***] days after the completion of the Project and shown on ROFR Terms Negotiation Period, any ROFR Transaction will again become subject to Ultragenyx’s right of first refusal in accordance with this Section 2.7. If the site plan attached hereto as Exhibit A-1 (“Building E”)Parties do agree upon the ROFR Term Sheet, Tenant’s Right the Parties will negotiate in good faith for a period of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space [***] days (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “AdviceROFR Negotiation Period”) to finalize and execute definitive agreements regarding the acquisition by Ultragenyx or all rights related to such ROFR Transaction. If, after the completion of the terms under which Landlord is prepared ROFR Negotiation Period, the Parties cannot agree to lease definitive agreements effecting the Refusal Space acquisition by Ultragenyx of all rights related to such Prospect and Tenant the ROFR Transaction, Abeona may lease proceed with the Refusal Space, under such terms, ROFR Transaction as originally proposed by providing Landlord with Abeona in its written notice of exercise (to Ultragenyx, provided that if the “Notice of Exercise”) ROFR Transaction as originally proposed is not executed within five (5) Business Days [***] days after the date completion of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rentROFR Negotiation Period, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right ROFR Transaction will again become subject to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a Ultragenyx’s right of first offer or refusal, or any similar right)refusal in accordance with this Section 2.7.

Right of First Refusal. A. Commencing upon So long as this Lease is still in full force and effect and the Effective Date and ending Conditions are met as of the date of the ROFR Notice, if Landlord has a bona fide letter of intent from a third party (a “Prospect”) to lease any space (excluding any area designated or intended by Landlord to provide space for food service or other amenity or service for the Complex) on the date that is the last day first and/or second floors of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal 0000 Xxxxxxx Xxxx Xxxx building (the “Right of First Refusal3040 Building”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when which Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing intends to accept, or if Landlord shall advise make a bona fide written offer to a Prospect to lease any such space (“3040 Space”) which is acceptable to such Prospect, Landlord shall so notify Tenant (the “AdviceROFR Notice”) of identifying the space (the “ROFR Space”) Landlord proposes to lease to the Prospect and the terms under (the “ROFR Terms”) on which Landlord is prepared proposes to lease the Refusal ROFR Space to the Prospect (which may include a term whose expiration date is not co-terminous with the term applicable to the space then constituting the Premises demised hereunder except as hereinafter provided), including a copy of such Prospect letter of intent, and Tenant may lease the Refusal Space, under such termsmay, by providing giving notice to Landlord with written notice of exercise (the “Notice of ExerciseROFR Acceptance”) within five (5) Business Days after the date receipt of the delivery of ROFR Notice, irrevocably elect to lease the Advice, except that ROFR Space on the ROFR Terms. If Tenant shall have no so elected to lease the ROFR Space on the ROFR Terms, it shall, within ten (10) days after submission by Landlord, enter into an amendment to this Lease, which shall be in a commercially reasonable form prepared by Landlord and reasonably acceptable to Tenant, confirming the lease of such Right of First Refusal ROFR Space to Tenant on the ROFR Terms and, except as otherwise provided in or inconsistent with the ROFR Terms, on the terms and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior conditions then and thereafter applicable to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Adviceinitially demised hereunder. If Tenant fails shall not elect to respond lease the ROFR Space within such the aforesaid five (5) Business Day period or declines period, then Tenant shall have no further rights under this Section 2.6 with respect to that ROFR Space and Landlord shall thereafter be free to lease the Refusal Space, Landlord may lease the Refusal any or all of that ROFR Space to the Prospect and or to any other third party on such terms as Landlord shall not be required determine, it being agreed that time is of the essence with respect to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect changeexercise of Tenant’s rights under this Section 2.6; provided, however, that if Landlord modifies the terms so that they are does not enter into a lease of all or substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant all of the terms under which Landlord is prepared to lease applicable ROFR Space within six (6) months after the expiration of such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after Day period, then, prior to leasing such ROFR Space, Landlord shall be obligated to provide a new ROFR Notice to Tenant, and the date terms and conditions above shall apply. Notwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 2.6 shall continue with respect to any 3040 Space as to which a ROFR Notice shall not have been given. As to any ROFR Space as to which a ROFR Notice is given prior to the second anniversary of the second Advice. For purposes Commencement Date, notwithstanding any of the ROFR Terms to the contrary, (i) the term applicable to the ROFR Space shall be co-terminous with the term of this Lease, and (ii) if the ROFR Terms contain a term (or initial term, as applicable) different from the then current term hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth any rent abatement periods and any improvement allowance specified in the first Advice if ROFR Terms for such (initial) term shall be appropriately pro-rated to reflect the net effective annual rent difference between the (initial) term for the Refusal ROFR Space as provided under specified in the Proposed ROFR Terms is less than 95% and the actual initial term applicable to the ROFR Space. Tenant acknowledges that all of the net effective annual rent for rentable area on the Refusal Space second floor of the 3040 Building is under lease as provided under of the Date of this Lease. Tenant furthermore acknowledges that all of the rentable area on the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length floor of the term, 3040 Building which would otherwise be subject to Tenant’s rights hereunder is the net rent, any base year, any tax or expense escalation or other financial escalationsubject of a lease under active negotiation as of the Date of this Lease, and that if such first floor space lease shall be executed, none of the space demised thereby shall be subject to this Section 2.6 unless any allowances such lease terminates or other financial concessions, but excluding any right to extend expires during the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)hereof.

Right of First Refusal. A. Commencing upon Provided that, as of the Effective Date date of any ROFR Notice (as herein defined), no monetary or material non-monetary default by Tenant has occurred under the Lease and ending is continuing after any applicable notice was given and any applicable grace or cure period has expired, and further expressly subject to Landlord’s commitments to other tenants of the Building pursuant to leases entered into prior to the date of this Lease, including any express renewal option and/or expansion option contained in such existing lease agreement between Landlord and a tenant of the Building, if Landlord receives during the Lease Term (including, ADDENDUM TO OFFICE LEASE -2- any Renewal Term) a bona fide written offer (the "Third Party Proposal") from a prospective tenant to lease all or any portion of the rentable square feet on the date that is the last day fifth (5th) floor of the twelfth Building that becomes available for direct lease from Landlord (12th) month the "ROFR Space"), then Landlord shall so inform Tenant by written notice (a "ROFR Notice"), stating the approximate location and configuration of the Termspace to be leased (the "Offer Space"), an estimate of the approximate amount of rentable square feet of the Offer Space, the rental rate or rates and the other charges to be paid by the prospective lessee, the duration of the lease term, and the other terms and conditions of the proposed lease all as set forth in the Third Party Proposal (collectively, the "ROFR Terms"). Tenant shall have an ongoing five (5) business days (the "Acceptance Period") after receipt of a ROFR Notice to elect to lease ALL (but not less than all) of the Offer Space at the rental rate or rates, for the entire duration of the lease term (except that if as of the date Tenant exercises its right of first refusal to lease such Offer Space there is five (5) years or more remaining on the “Right then current Lease Term, then Tenant shall have the right to have the term of First Refusal”Tenant's lease of such Offer Space run co-terminous with the then remaining Lease Term of this Lease and if, as a result of Tenant's election, the term of the Tenant's lease of the Offer Space is less than the term of the lease of the Offer Space as set forth in the Third Party Proposal, then notwithstanding the ROFR Terms, the amount of Landlord's contribution of any improvement allowance to the cost of design and construction of leasehold improvements in the Offer Space and/or any free rent concessions payable under the ROFR Terms shall be an amount equal to the product of each such amount (as applicable) calculated on a per rentable square foot basis within the Offer Space as set forth in the ROFR Terms multiplied by a fraction, the numerator of which is the number of full calendar months remaining in the then current Lease Term as of the commencement date of Tenant's lease of the Offer Space and the denominator of which is the number of full calendar months of the term of the lease of the Offer Space as set forth in the original ROFR Terms) and otherwise subject to the identical ROFR Terms contained in the ROFR Notice and consistent with respect the Third Party Proposal by delivering to any space located in Building E (Landlord, before the “Refusal Space”)Acceptance Period expires, written notice of Tenant’s exercise of its right of first refusal to lease, which notice shall be executed by a duly authorized officer of Tenant; provided, however, that in no event shall notwithstanding the Refusal foregoing, if Tenant timely exercises its right of first refusal to lease such Offer Space and Tenant does not, within thirty (30) days (which thirty (30) day period will be comprised extended by delays caused by the acts or omission of less than one full floor Landlord) after receipt from Landlord of Building E; (from and after an amendment to the first day of Lease adding such Offer Space to the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown Premises on the site plan attached hereto as Exhibit A-1 (“Building E”)ROFR Terms, execute and deliver such amendment to Landlord, then unless a good faith dispute exists between Landlord and Tenant relating to whether the proposed Amendment accurately memorializes the ROFR Terms Tenant’s Right of First Refusal acceptance thereof shall thereupon automatically terminate and be null and void and of no force or effect, whereupon Landlord shall thereupon be free to lease such Offer Space to the prospective lessee on ROFR Terms contained in such ROFR Notice but subject to the Second Chance Notice as further provided herein. If Tenant does not elect to lease such Offer Space before the Acceptance Period expires, then Landlord shall instead have thereupon be free to lease such Offer Space to the Right prospective lessee on the ROFR Terms contained in such ROFR Notice. Notwithstanding the foregoing, Tenant's right of First first refusal shall continue to apply as to the Offer Space described in Article 38 belowthe First Refusal Notice in the event that either (i) Landlord does not lease the Offer Space to any such other party within six (6) months after the expiration of the Acceptance Period or (ii) Landlord does lease the Offer Space to such tenant, but such Offer Space once again becomes available during the Lease Term (or Renewal Term). Tenant’s Right In addition, if Tenant elects not to exercise its right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed first refusal to lease the Refusal Offer Space upon terms or otherwise Tenant's acceptance thereof automatically terminates as set forth above and conditions that during the six (6) month period following such election Landlord is willing intends to accept, Landlord shall advise Tenant (enter into a lease for the “Advice”) of the terms under Offer Space xxxx XXXX Terms which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant are materially more favorable to a Permitted Transfereethird (3rd) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect party tenant than those ROFR Terms set forth in the first AdviceROFR Notice, then Landlord shall first deliver written notice to Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide ("Second Chance Notice") providing Tenant with the opportunity to lease the Offer Space described in the ROFR Notice (as the same may have been modified by the materially more favorable ROFR Terms) on such materially more favorable ROFR Terms. Tenant's failure to elect to lease the Offer Space upon such materially more favorable ROFR Terms by written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days business days after the date Tenant's receipt of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) such Second Chance Notice from Landlord shall not be deemed to be substantially constitute Tenant's election not to lease such Offer Space upon such materially more favorable ROFR Terms, in which case Landlord shall be entitled to lease such Offer Space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the first Advice Second Chance Notice. For purposes of this Paragraph 4, the ROFR Terms shall be considered "materially more favorable" if the net effective annual rent for financial terms, the Refusal Space as provided under the Proposed Terms is less than 95% size of the net effective annual rent for the Refusal Offer Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, or the length of the lease term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether described in the form of an expansion optionROFR Notice change by more than ten percent (10%). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PARAGRAPH 4, a (i) Tenant's right of first offer or refusalrefusal to lease and other rights pursuant to this Paragraph 4 are expressly subject to Landlord’s commitments to other tenants of the Building pursuant to leases entered into prior to the date of this Lease, including any express renewal option and/or expansion option contained in an existing lease agreement between Landlord and a tenant of the Building and Tenant's rights pursuant to this Paragraph 4 shall be subordinate, junior and inferior to such rights of other tenants of the Building provided that such rights existed prior to the date of the Lease; (ii) Tenant's right of first refusal to lease all or any similar right)part of the ROFR Space pursuant to this Paragraph 4 shall automatically expire on the last day of the initial Lease Term, and Landlord has no obligation under this Paragraph 4 to lease any of the ROFR Space to Tenant during any Renewal Term; (iii) Tenant's right of first refusal to lease all or any part of the ROFR Space pursuant to this Paragraph 4 is personal to Tenant and non-transferable except pursuant to an assignment in accordance with the provisions of the Lease to a permitted transferee pursuant to a permitted disposition as set forth in Section 16.5 and shall automatically terminate if Tenant enters into any other assignment of the Lease or any of Tenant’s rights under the Lease to any other person or entity or if Tenant subleases the Premises or any portion thereof to any other person or entity; and (iv) Tenant's right of first refusal to lease all or any part of the Offer Space pursuant to this Paragraph 4 shall automatically terminate if, as of the date of any ROFR Notice, a monetary or material non-monetary default by Tenant has occurred under the Lease and is continuing after any applicable notice was given and any applicable grace or cure period has expired.

Right of First Refusal. A. Commencing upon If Franchisee or its owners at any time determine to sell or to transfer for consideration the Effective Date franchise, the assets of the Kenon or anx xxxership interest in Franchisee, Franchisee or its owners must obtain a bona fide, executed written offer from a responsible and ending on fully disclosed purchaser and must submit an exact copy of the offer to Franchisor. Franchisor has the right, exercisable by written notice delivered to Franchisee or its owners within thirty days from the date that is the last day of delivery of an exact copy of the twelfth (12th) month offer to Franchisor to purchase the Kenon or thx xxxership interest in Franchisee for the price and on terms contained in the offer, provided that Franchisor may substitute cash for any form of payment proposed in the Term, Tenant shall have an ongoing offer and has a minimum of sixty days to prepare for closing. If Franchisor does not exercise its right of first refusal (refusal, Franchisee or its owners may complete the “Right sale to purchaser pursuant to and on the terms of First Refusal”) the offer, in accordance with respect to any space located in Building E (the “Refusal Space”); this Agreement, provided, however, that in no event shall if the Refusal Space be comprised of less than sale to purchaser is not completed within one full floor of Building E; (from hundred and eighty days after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Adviceoffer to Franchisor, except that Tenant shall have no such Right or, if there is a material change in the terms of First Refusal the sale, Franchisor again has the right of first refusal. RENEWAL OF FRANCHISE If, upon expiration of the initial term of the franchise: Franchisee has, during the term of this Agreement, substantially complied with all its provisions; and Landlord need not provide Tenant Either Franchisee maintains possession of and agrees to refurbish and decorate the premises of the Kenon, replxxx xixtures, equipment, signs, and otherwise modify the Kenon in coxxxxxnce with an Advice if: (a) Tenant specifications and standards then applicable under new franchises for Kenon; or Xxxxxhisee is in Default at unable to maintain possession of the time that Landlord would otherwise deliver the Advice; (b) the Premisespremises, or any portion thereofin the judgment of Franchisor the Kenon shoulx xx relocated, is sublet at and Franchisee secures substitute premises approved by Franchisor and agrees to develop substitute premises in compliance with specifications and standards then applicable under new franchises for Kenon; thex Xxxnchisee has the time Landlord would otherwise deliver right to renew the Advice; (c) this Lease has been assigned (other than pursuant franchise for one additional term equal to a Permitted Transferee) the then-customary initial term granted under Franchisor’s then-current form of standard franchise agreement. Franchisee must pay Franchisor, three months prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Spaceof renewal, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed renewal fee to be substantially more favorable agreed between Franchisee and Franchisor. The Franchisee must execute a new Agreement, which may provide for a higher management fee and for greater expenditures than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this Agreement.

Right of First Refusal. A. Commencing In addition to the Tenant’s rights under Section -2- herein during the period commencing upon acceptance of this Offer to Lease and throughout the Effective Date Term and ending any renewal(s) or extension(s) thereof (save and except with respect to the 12th Loyalty Management Group Canada Inc. — Offer to Lease 400 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx floor of the Building for which the period shall commence on the date that is the last day Additional Premises have been determined pursuant to Section 2.(b) hereof and only if the Additional Premises as so determined do not consist of the twelfth (12th) month 12th floor of the TermBuilding and shall continue throughout the balance of the Term and any renewal(s) or extension(s) thereof), and subject to any rights in existence as of August 29, 2005 in favour of tenants of the Building as of August 29, 2005 and the respective successors and assigns of such tenants (which existing rights in favour of such tenants have been disclosed to Tenant), Tenant shall shall, provided it is not in default, have an ongoing right of first refusal to lease all or any part of any office space that is located on the 12th through 18th floors in the Building to a maximum of 35,396 square feet of Rentable Area (the “Right of First Refusal”). During the period commencing upon acceptance of this Offer to Lease and during the Term of Tenant’s lease with Landlord, or any renewal(s) or extensions thereof (save and except with respect to the 12th floor of the Building for which the period shall commence on the date the Additional Premises have been determined pursuant to Section 2.(b) hereof and only if the Additional Premises as so determined do not consist of the 12th floor of the Building and shall continue throughout the balance of the Term and any renewal(s) or extension(s) thereof), if Landlord receives an acceptable written bona fide offer from an arm’s length third party to lease all or any part of any office space that is located on the 12th through 18th floors in Building E the Building, then Landlord will notify Tenant in writing of the terms of such acceptable written offer to lease (the “Refusal SpaceAcceptable Offer to Lease”); provided, however, that in no event . Tenant shall the Refusal Space be comprised have five (5) business days from receipt of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised such notice to unconditionally exercise its Right of First Refusal nor leased Refusal, in writing, delivered to Landlord, to lease that portion of the Building covered by the Acceptable Offer to Lease on the same terms and conditions as provided for in such offer, less any commissions. It is understood and agreed that the term of any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s leased under this Right of First Refusal shall will be null and void and Tenant shall instead have coterminous with the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent Term for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalationLeased Premises, and any allowances renewal(s) or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)extension(s) thereof.

Right of First Refusal. A. Commencing upon (a) Provided that (i) no default has occurred and is then continuing pursuant to Article 13, (ii) the Effective Date creditworthiness of Tenant is then reasonably acceptable to Landlord, and ending on (iii) Tenant originally named herein (or a Permitted Transferee under Section 11.02 hereof) remains in possession of and has been continuously operating in the date that is entire Leased Premises throughout the last day 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 twelfth (12th) month of the TermRefusal Space now or hereafter leased by such other tenant, Tenant shall have an ongoing on-going right of first refusal (the “Right of First RefusalRefusal Option”) with respect to any lease additional space in the Building located in Building contiguous to the Leased Premises as shown crosshatched on the attached Exhibit E (the “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, however, that in no event shall then the Refusal Space shall be comprised of less than one full floor of Building E; (from deemed to include, and after the first day this Refusal Option shall be deemed to apply to, all of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space included in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Bona Fide Offer. Tenant shall instead have the Right ten (10) business days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed 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 required, Tenant shall be deemed to have waived this Refusal Option, and conditions that Landlord is willing to acceptthereafter, except as provided in subsection (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared be free to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, bona fide offeror or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)third party.

Right of First Refusal. A. Commencing upon (A) Landlord agrees that during the Effective Date and ending on the date that is the last day initial four (4) years of the twelfth (12th) month Primary Term, prior to entering into any new lease with a prospective new tenant for any portion of the Thirteenth (13th) Floor in the Building, (the "ROFR Space") Landlord shall, provided Tenant has not assigned the Lease to a person or entity other than an Affiliate or sublet more than fifty percent (50%) of the Rentable Area of the Premises under the Lease to a person or entity other than an Affiliate for the remainder of the Primary Term, first notify Tenant in writing of its intention to do so, which notice shall have an ongoing set forth the rent, terms and other conditions upon which such lease is intended to be consummated with such prospective tenant, except Tenant must lease the space coterminous with the Primary Term ("Landlord's Notice"). Landlord's Notice shall also include "as built" floor plans (if available) for the ROFR Space, and Landlord shall provide Tenant with the opportunity to view such ROFR Space prior to the Refusal Notice Date (as hereinafter defined). The foregoing right of first refusal granted to Tenant shall be continuous and recurring during the initial four (the “Right of First Refusal”4) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day years of the thirteenth (13th) month of the Primary Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and . Tenant shall instead have the Right a period of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after following the date giving of Landlord's Notice to notify Landlord, in writing, of its election to enter into a lease for the delivery of applicable ROFR Space as a tenant upon the Advicerent, except that Tenant shall have no such Right of First terms and conditions set forth in Landlord's Notice ("Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the AdviceNotice Date"). If Tenant fails shall notify Landlord in writing of its election to respond enter into such Lease as a tenant for the ROFR Space within such the said five (5) Business Day period or declines to lease the Refusal Spaceperiod, Landlord may lease shall deliver and Tenant shall execute a modification of this Lease mutually acceptable to Landlord and Tenant incorporating the Refusal Space to the Prospect rent, terms and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those conditions as set forth in the first Advice, then Landlord's Notice to Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal ROFR Space to such Prospectthe additional premises, and Tenant's Security Deposit, if any, currently held by Landlord shall provide Tenant with written notice advising Tenant be increased in a proportionate amount. Time is of the terms under which Landlord is prepared essence with respect to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in Tenant's exercise of its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing Lessor hereby grants to Lessee a right of first refusal (the “Right of First RefusalROFR”) with respect to any lease space located in on the 10th and 13th Floors of the Building E (the “Refusal ROFR Space”); provided, however, that in no event . Lessee’s ROFR shall the Refusal Space be comprised triggered by Lessor’s receipt of less than one full floor a signed letter of Building E; (intent or proposal from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 a bona fide third party (“Building EOffer”), Tenant’s Right which shall include without limitation any request from another tenant for an extension or expansion of First Refusal its occupancy. Lessor shall be null notify Lessee and void and Tenant shall instead have include in such notification a copy of the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant(collectively, other than the existing tenant in the Refusal Space (the “ProspectROFR Notice”), who has proposed ) and Lessee shall have ten (10) business days from the receipt of such ROFR Notice to lease accept the Refusal Space upon terms and conditions that Landlord is willing specified in the ROFR Notice. If Lessee declines to acceptexercise its ROFR, Landlord shall advise Tenant Lessor will receive a six (the “Advice”6) of the terms under which Landlord is prepared month period to complete a lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant said third party. If Lessor is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails able to respond within such five execute a lease with said third party after six (56) Business Day period or declines to lease the Refusal Spacemonths, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant Lessee shall once again have a Right the ROFR on the ROFR Space. If Lessee accepts the terms and conditions specified in the ROFR Notice, Lessee and Lessor shall execute an amendment to this Lease, adding the ROFR Space and the terms and conditions of First Refusal the ROFR Notice applicable to such ROFR Space. In no event shall such ROFR be triggered by another tenant’s exercise of any rights provided for in its respective lease. In addition to the foregoing ROFR, in the event space becomes available on the 10th Floor and Xxxx Xxxxxx, DDS (“Xxxxxx”) exercises his right of first refusal for such space, Lessor shall notify Lessee. Upon request by Lessee (which request must be made within ten (10) business days of receiving such notice from Lessor), Lessor agrees to exercise its right to relocate Xxxxxx under the following conditions: (i) suitable space is available in the Building to relocate Xxxxxx, (ii) Lessor and Xxxxxx mutually agree upon the terms and conditions of such relocation, (iii) Lessee exercises its right of first refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalationspace, and any allowances or other financial concessions, but excluding any right (iv) Lessee agrees to extend pay all costs associated with the term or any right to expand the leased premises (whether in the form relocation of an expansion option, a right of first offer or refusal, or any similar right)Xxxxxx.

Right of First Refusal. A. Commencing upon Landlord (including Landlord's affiliates, successors and assigns and all other successors in title, except as provided in Paragraph III hereof) agrees it shall, so long as there does not then exist any uncured, continuing Event of Default under this Lease or in any lease of Tenant in the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal Park (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that "Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”Park Leases"), Tenant’s Right of First Refusal shall be null and void this Lease is then in existence and in full force and effect, so long as Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenantis then leasing, other than the existing tenant in the Refusal Space including subleasing, at least one hundred percent (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”100%) of the terms Building and one hundred percent (100%) of all buildings under which Landlord is prepared to lease the Refusal Space to such Prospect Tenant Park Leases, and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no so long as such Right of First Refusal and Landlord need has not provide Tenant been terminated in accordance with an Advice if: (a) Tenant is in Default this Exhibit "Q", at the time that Landlord would otherwise deliver such Right of First Refusal is exercisable, grant the Advice; right to lease either or both of the proposed Building No. 2 and Building No. 1 (bthe size and footprint of the Expansion Building(s) shall be as specified in the PremisesTriggering Proposal generally as shown on a site plan prepared by Symmes, Maini & McKex Xxxociates, Inc. titled "The Gutixxxxx Xxxpany, Bedford Woods, Bedford, MA, dated February 4, 1999, as revised through November 8, 2000 and November 10, 2000, Drawings C1.1, C2.1, C2.2, C3.1, C3.2, C4.1, C4.2, C5.1, C5.2, C6.1, C6.2, C6.3 and C6.4, attached as Exhibit "A" to this Lease (the "Expanded Buildings Site Plan"), or any portion thereofsuch other size and footprint as is agreed upon by Landlord and such other prospective tenant), is sublet at (the time Landlord would otherwise deliver the Advice; (c"Expansion Building(s)") this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect same terms and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than conditions as those set forth in a proposal from Landlord to another prospective tenant, which has been accepted by that prospective tenant, or on the first Advicebasis of a letter of intent from another prospective tenant, then which has been accepted by Landlord for either or both of such Building(s) (the "Triggering Proposal"). Such right is to be exercised by written notice from Tenant shall once again have to Landlord accompanied by a Right Five Hundred Thousand Dollar ($500,000.00) Deposit within ten (10) business days of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Landlord providing Tenant with written notice advising Tenant of the terms under which Landlord is prepared such prior offer to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, Expansion Building(s) or portion thereof accompanied by delivering written notice of exercise to Landlord within five (5) Business Days after the date a copy of the second Adviceaccepted proposal or letter of intent for such Expansion Building(s). For purposes hereof, In the terms offered to another party (event that the “Proposed Terms”Expansion Building(s) shall not be deemed to be substantially more favorable than those set forth in which is the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% object of the net effective annual rent accepted proposal or letter of intent is Building No. 1 and Tenant has not previously exercised its option or right of refusal for the Refusal Space as provided under the first AdviceBuilding No. 2, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length then Tenant's exercise of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a this right of first offer or refusal, or any similar right)refusal shall be for Building No. 0 xxxxxx xxxx Xxxxxxxx Xx. 0.

Right of First Refusal. A. Commencing upon 21.01 In the Effective Date and ending event that from time to time during the Lease Term any space on the date that is the last day fourth (4th) or seventh (7th) floors of the twelfth (12th) month Building or any other floor which is contiguous to any floor of the Term, Tenant shall have an ongoing right of first refusal Premises from time to time (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Offer Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (becomes available for leasing by Landlord and Landlord receives from and after the first day a prospective tenant a bona fide offer to lease any portion of the thirteenth Offer Space at a rent and upon other terms acceptable to Landlord, or Landlord makes a bona fide proposal to lease the Offer Space to a prospective tenant (13th) month in either case, a “ROFR Offer”), then, if at that time the Lease is in effect and no Event of Default has occurred and is then outstanding, Landlord shall give Tenant written notice of the TermROFR Offer specifying the portion of the Offer Space, the rent and other material economic terms of the ROFR Offer, and Tenant shall then have the option to lease the Offer Space on the terms set forth in the ROFR Offer, provided that Tenant has neither exercises the option to lease the Offer Space by giving Landlord written notice within ten (10) days after Tenant’s receipt of Landlord’s notice of the ROFR Offer, TIME BEING OF THE ESSENCE TO TENANT’S NOTICE. These rights shall only apply as to the entire portion of the Offer Space that is the subject of the ROFR Offer, and may not be exercised its Right as to only a portion of First Refusal nor leased any space the Offer Space set forth in the building commonly known as Building E ROFR Offer. If the ROFR offer pertains to the Offer Space and also space that is not part of the Project and shown on ROFR Space, if Tenant desires to exercise its rights to lease the site plan attached hereto Offer Space, it must do so as Exhibit A-1 to all of the space covered by the ROFR Offer, including the additional space which is not part of the Offer Space. After the expiration of ten (“Building E”)10) days after Landlord gives the ROFR Offer, Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed right to lease the Refusal Offer Space upon terms and conditions shall expire as to the Offer Space that Landlord is willing to acceptwas the subject of the ROFR Offer only, provided that, for the one hundred eighty (180) days following the expiration of such ten (10) day period, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared be free to lease the Refusal Offer Space set forth in the ROFR Offer to such Prospect whomever Landlord wishes and Tenant may lease the Refusal Spaceon whatever terms it desires, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond unless within such five one hundred eighty (5180) Business Day period or declines to lease day period, the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon net effective rent which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have accept from a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another third party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent offered to Tenant as set forth in the ROFR Offer, in which event, prior to entering into a lease with a third party on such modified terms, Landlord shall be obligated to re-offer such Offer Space to Tenant on the modified terms in accordance with the terms of this Section 21.01. Should Landlord not lease the Offer Space within such one hundred eighty (180) day period, Landlord shall be obligated to once again comply with this Section 21.01 with respect to such Offer Space. The option once exercised by Tenant is irrevocable. If the option is exercised Landlord and Tenant shall enter into an amendment to this Lease reflecting the expansion of the Premises on the terms of this Section 21.01. If Tenant elects to lease the Offer Space pursuant to this Section 21.01, the terms of this Lease, including the obligation to pay Rent, shall commence as to the Offer Space as of the date which is (A) the earlier of: (1) the commencement date set forth in the ROFR Offer; or (2) the date when Tenant shall commence the conduct of its regular business in the Offer Space, if no tenant improvements are being performed by Landlord to the Offer Space to make the Offer Space ready for Tenant’s occupancy, or (B) the earlier of the date when Tenant shall commence the conduct of its regular business in the Offer Space and the later to occur of (i) the commencement date set forth in the ROFR Offer, or (ii) the date of Substantial Completion of any tenant improvements to be performed by Landlord to the Offer Space, and in either (A) or (B), the delivery by Landlord of exclusive possession of the Offer Space in the Delivery Condition (subject to the agreed upon tenant improvements, if any). The parties shall execute a letter confirming the commencement date for the Refusal term of the Offer Space. The failure of Tenant to execute the letter shall not affect the validity of the commencement date as determined pursuant to this paragraph. The term of the lease for the Offer Space as provided under shall end on the first AdviceExpiration Date of this Lease, as determined the same may be extended or renewed. Anything contained in good faith the ROFR Offer or in this Article 21 to the contrary notwithstanding, in the event that the Offer Space leased by Tenant is a partial floor, Landlord using a commercially reasonable discount rate selected in good faith shall, as part of tenant improvements to be performed by Landlord and taking into account all proposed material economic terms relating at Landlord’s expense, upgrade the bathrooms, install tile floors in the elevator landing, install new lighting and new carpeting in the common areas, of such partial floor, with first-class finishes and materials substantially similar to the Refusal Spacefinishes and materials provided by Landlord’s affiliate in the upgraded common areas of the Mxxxxx Sxxxxxx Tower building, 100 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx as of the Effective Date (the “MST Standard Improvements”) Notwithstanding the foregoing, if the existing tenant under an expiring lease of any Offer Space does not have a renewal or extension right in its lease as of the Effective Date and Landlord desires to extend its lease with such existing tenant, Landlord will give Tenant an “Offer Notice” (as defined in Article 22) as to such Offer Space no less than twelve (12) months prior to the expiration of such lease(s), and Tenant will then have the right to lease such Offer Space in accordance with the terms of Article 22. Landlord represents and warrants to Tenant that as of the Effective Date, no persons or entities, including, without limitation, the length any existing tenants or occupants of the termBuilding, have any rights or options to lease space on the net rent4th or 7th floors, including, without limitation, any base yearrenewal rights, any tax or expense escalation or other financial escalationextension rights, and any allowances or other financial concessionsexpansion rights, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right rights of first offer or rights of first refusal, with respect to such floors or any similar right)portion thereof, and any such rights or options granted by Landlord subsequent to the Effective Date shall be subordinate to Tenant’s rights under this Article XXI and Article XXII hereof. The rights granted in this Section 21.01 shall be subject to the satisfaction of the following conditions: (i) not more than twenty-five percent (25%) of the Premises is sublet to anyone other than to an Affiliate or a Permitted Transferee at the time Landlord would otherwise notify Tenant of the availability of the Offer Space; (ii) this Lease has not been assigned to anyone other than an Affiliate or a Permitted Transferee at the time Landlord would otherwise notify Tenant of the availability of the Offer Space; (iii) the Offer Space is intended for the exclusive use of Tenant, a Permitted Transferee or an Affiliate only, and (iv) no Event of Default is outstanding at the time Landlord would otherwise notify Tenant of the availability of the Offer Space. The rights granted to Tenant under this Section 21.01 shall be continuing throughout the Lease Term.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing the right of first refusal (to add to the “Right Demised Premises during the term of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased this Lease any space in the Office Park building commonly known located at 1237 Xxxxxxxxxx Xxxxx, xx vacated or surrendered by an existing tenant or, if now vacant, at such time as Building E of the Project and shown Landlord receives an acceptable offer on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has such space from a prospective tenant, other than which space may be added to the existing tenant in Demised Premises for the Refusal Space (remainder of the “Prospect”)term of this Lease at the rental rate, who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing then prevailing for comparable space in the building, subject to acceptall leases, renewal options and first rights of refusal which may now be in existence. Notwithstanding any other provision hereof, Landlord shall advise have the unrestricted right to re-lease to any existing tenants in such space upon such terms as Landlord, in its sole discretion, may determine. Landlord shall offer such space to Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after space to be available, the date of availability, and the delivery rental rate thereof. Within fifteen (15) days of such notice by Landlord that the Advicespace is available, except that Tenant shall have no such Right advise Landlord in writing of First Refusal its intention to either lease the space offered at the prevailing rental rate stated by Landlord in its notice and Landlord need not provide Tenant under terms similar to those in the Lease, where applicable, with an Advice if: (a) expiration date concurrent with that of this Lease, or to waive its right of first refusal; provided however, that at the time of this exercise and at the ------------------------------- INITIALS ------------------------------- Landlord Tenant ------------------------------- ------------------------------- date of availability of such space, Tenant is in Default at possession of the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) Demised Premises and no event of default by Tenant as defined in this Lease is in existence, and provided further that Tenant furnishes current financial statements to Landlord and that no material adverse change in the financial condition of Tenant has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Adviceoccurred. If Tenant fails shall fail to respond give Landlord such written notice of acceptance within the specified period, or if Tenant waives its right of first refusal within such five (5) Business Day period fifteen-day period, or declines to lease if any of the Refusal Space, Landlord may lease the Refusal Space foregoing conditions to the Prospect and exercise by Tenant of this right of first refusal shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; providedfully satisfied, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed not to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a have exercised this right of first offer refusal and the provisions of this paragraph shall be of no further force or effect within respect to the space offered to Tenant, and Landlord may proceed to seek other tenants and enter into leases for such space without further obligation to Tenant under this right of first refusal, . Any termination of this Lease during the lease term terminates all rights of first refusal. Any assignment or any similar right)subletting by Tenant of this Lease terminates all rights of first refusal.

Right of First Refusal. A. Commencing upon During the Effective Date Term and ending on for a period of [***] following the date that is expiration or termination of this Agreement ("ROFR PERIOD"), if Licensee receives and desires to accept, a Bona Fide Offer (and if acceptance of such Bona Fide Offer would be permissible under FCC Rules), Licensee shall, within thirty (30) days following Licensee's determination to accept such Bona Fide Offer, deliver to Clearwire notice setting forth the last day material terms and conditions of the twelfth Bona Fide Offer (12th) month of but shall not be required to identify the Term, Tenant offeror). Clearwire shall have an ongoing a right of first refusal (the “Right of First Refusal”"ROFR") with respect to any space located such Bona Fide Offer and shall be required to provide notice to Licensee within twenty (20) days following Clearwire's receipt of Licensee's notification stating (i) whether Clearwire is exercising its ROFR, and (ii) the form of consideration to be paid by Clearwire (as discussed in Building E Section 4(d) below). If Clearwire declines to exercise its ROFR or fails to provide timely notice of exercise of its ROFR, Licensee will have one hundred twenty (120) days from the “Refusal Space”expiration of Clearwire's twenty (20) day response period to enter into an agreement with the offeror on the same terms and conditions as were offered to Clearwire. If, within the aforementioned one hundred twenty (120) day period, Licensee does not enter into a binding agreement with the offeror on the same terms and conditions as were offered to Clearwire, then Clearwire's ROFR shall remain in effect pursuant to the terms stated in this Section 4(c). If, within the one hundred twenty (120) day period, Licensee enters into a binding agreement with the offeror on the same terms and conditions as were offered to Clearwire, then Clearwire's ROFR will terminate and be of no further force or effect; provided, however, that in no event shall should Licensee's agreement with the Refusal Space offeror be comprised of less than one full floor of Building E; (from and terminated within [***] after the first day expiration or termination of this Agreement, Clearwire's ROFR will be reinstated for an additional amount of time equal to the remainder of the thirteenth [***] plus the amount of days during which Licensee was subject to such binding agreement. However, if, after Clearwire has declined to exercise its ROFR (13th) month or has failed to provide timely notice of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”such exercise), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have Licensee subsequently proposes to enter into a definitive agreement with the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon offeror on different terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Adviceoffered to Clearwire, then Tenant such different terms and conditions shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth constitute a new offer and Clearwire's ROFR will apply pursuant to the terms of this Section 4(c). All materials exchanged under this ROFR are subject to the non-disclosure provisions of Section 15. Notwithstanding anything in this Agreement to the first Advice contrary, if Licensee receives a Termination Notice, or if this Agreement is terminated by Licensee pursuant to Section 12(b) (Payment Default), or if this Agreement is terminated by Licensee pursuant to Section 12(d) (Other Defaults), then immediately upon the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% receipt of the net Termination Notice or the effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitationdate of such termination, the length provisions of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this Section 4(c) shall no longer be effective.

Right of First Refusal. A. Commencing upon (a) Until the Effective Date and ending on the earlier of (i) first date that is Purchaser and any Controlled Affiliates cease to Beneficially Own in the last day aggregate at least 7.5% of the twelfth then-outstanding Common Stock, and (12thii) month of the Term, Tenant shall have an ongoing right of first refusal three (the “Right of First Refusal”3) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days years after the date of this Agreement, Dynegy shall not issue any Equity Securities that would rank senior to the Common Stock with respect to dividends and distributions upon liquidation other than pursuant to an Excluded Issuance (such issuance, a “Proposed Covered Issuance”) unless Dynegy has first complied with the terms of this Section 8. Prior to any Proposed Covered Issuance, Dynegy shall provide written notice to Purchaser (the “ROFR Notice”) describing in reasonable detail the Proposed Covered Issuance, including the number and type of Equity Securities to be issued in the Proposed Covered Issuance (the “Proposed Securities”), the consideration to be paid for the Proposed Securities, whether the Proposed Covered Issuance will be registered under the Securities Act and, if not registered under the Securities Act, the parties, if known, to the Proposed Covered Issuance and any other material conditions or contingencies relating to the Proposed Covered Issuance. Purchaser shall have fifteen (15) days after the delivery of the AdviceROFR Notice (the “ROFR Consideration Period”) to deliver written notice (such notice as such may be amended pursuant to Section 8(b), except a “ROFR Election Notice”) to Dynegy stating that Tenant shall have no such Right Purchaser intends to purchase up to its pro rata portion of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver Proposed Securities based on the Advice; (b) the Premises, percentage of Dynegy’s then outstanding Common Stock Beneficially Owned by Purchaser or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises Controlled Affiliate on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Spaceterms, Landlord may lease the Refusal Space to the Prospect conditions and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those contingencies set forth in the first AdviceROFR Notice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) Purchaser shall not be deemed to be substantially more favorable than those set forth in have the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or purchase any right to expand the leased premises (whether such Proposed Securities in the form excess of an expansion option, a right of first offer or refusal, or any similar right)such pro rata portion.

Right of First Refusal. A. Commencing upon Provided an Event of Default has not occurred during the Effective Date and ending on the date that is the last day Term of the twelfth Lease (12th) month of as the Termsame may be extended), Landlord shall grant to Tenant shall have an ongoing a right of first refusal (the “Right of First Refusal”) with respect to on any space located at Xxxxxx Xxxxxx Xxxx, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000, ("Office Park"), subject to the terms and conditions of this Section 17.23. If Landlord receives a bona fide offer ("Bona Fide Offer") from a third party (a "Prospective Tenant") to lease any space retained by Landlord in the Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its "Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space Space") upon terms and conditions that which Landlord is willing desires to accept, Landlord shall advise first offer the entire Right of First Refusal Space to Tenant upon the same terms, covenants and conditions as provided in such Bona Fide Offer. Tenant shall have the right (the “Advice”"Right of First Refusal") to be exercised by written notice delivered to Landlord within ten (10) days after receipt of the terms under which Landlord is prepared Landlord's offer to lease the Right of First Refusal Space upon the terms and conditions set forth in the Bona Fide Offer. If Tenant notifies Landlord in writing of Tenant's exercise of such Right of First Refusal within such ten (10) day period after Landlord has delivered such offer to Tenant, Landlord and Tenant shall within thirty (30) days thereafter enter into a written agreement modifying and supplementing the Lease and specifying that such Right of First Refusal Space accepted by Tenant is a part of the Premises for the remainder of the Term (as the same may be extended), and containing other appropriate terms and conditions relating to the addition of the Right of First Refusal Space to this Lease (including specifically any increase or adjustment of rent as a result of such Prospect addition). If Tenant does not notify Landlord in writing of its acceptance of such offer in such ten (10) day period, then Tenant's rights under this Section 17.23 with respect to the then Right of First Refusal Space shall terminate and Tenant may Landlord shall thereafter be able to lease the Right of First Refusal SpaceSpace or any portion thereof to the Prospective Tenant subject to reinstatement as provided below. In the event Tenant elects (or is deemed to have elected) not to exercise its right to lease a Right of First Refusal Space as provided above, under Landlord may thereafter for a period of six (6) months offer such terms, by providing Right of First Refusal Space to the Prospective Tenant upon substantially the same terms and conditions that it offered such space to Tenant. Prior to the Landlord with written notice of exercise (offering such space to the “Notice of Exercise”) within Prospective Tenant upon rental terms and conditions which are not more than five percent (5%) Business Days less than initially offered to Tenant, or if Landlord has not entered into a lease for the offered space within six (6) months after Tenant elected (or was deemed to have elected) not to execute its right of first refusal to lease hereunder, Landlord will first offer the date of space to Tenant upon Landlord's newly proposed terms and conditions in any then current Bona Fide Offer, and the delivery of the Advice, procedure set forth above shall be repeated except that Tenant shall have no such five (5) business days to notify Landlord of its election to lease the Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than Space pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)modified offer.

Right of First Refusal. A. Commencing upon So long as Scientific Learning Corporation (or a Permitted Transferee) is entitled to occupy the Effective Date and ending on the date that is the last day Leased Premises as of its exercise of the twelfth (12th) month Right of First Refusal granted herein, and subject to the Termconditions set forth below, Tenant shall have an ongoing right of first refusal to lease from Landlord (the “Right of First Refusal”) with respect to any space located in Building E ), all or portions of the 12,947 rentable square foot delineated on Exhibit B-1 as the 6th Floor Remainder Space (the “Refusal 6th Floor Remainder Space”); provided, however, that in no event shall ) and all the Refusal Space be comprised of less than one full floor of Building E; (from and after rentable square feet on the first day 5th Floor of the thirteenth Building (13ththe “Fifth Floor Space”): (a) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased At any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when time at which Landlord has a prospective tenant, other than tenant for the existing tenant in 6th Floor Remainder Space and/or the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to acceptFifth Floor Space, Landlord shall advise notify Tenant in writing (“Landlord’s Preliminary Notice”) and request that Tenant respond within three (3) business days and inform Landlord whether Tenant can say definitely that Tenant is not interested in such space. Landlord’s Preliminary Notice shall state the “Advice”location(s) of the terms under which space, square footage(s) and rent(s) then being proposed by Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Adviceprospective tenant. If Tenant fails to respond within notifies Landlord that Tenant is definitely not interested in such five (5) Business Day period or declines to lease the Refusal Spacespace, Landlord may proceed to market the space and may enter into a lease of such space to any third party within the Refusal Space following one hundred and twenty (120) days without again offering such space to Tenant. If Tenant responds within the Prospect three (3) business day period and informs Landlord that Tenant may be interested in such space, then Landlord may proceed to market the space but shall not be required bound to provide another Advice offer the space to Tenant if in accordance with the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right balance of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Spacethis Section 16.1, including, without limitation, the length obligation to provide Landlord’s Notice to Tenant prior to leasing the space to any third party. 29 (b) The Right of First Refusal may be exercised, if at all, by one or a series of written notices of exercise given to Landlord by Tenant within five (5) business days following Tenant’s receipt of Landlord’s notice of its intent to lease either the 6th Floor Remainder Space or the Fifth Floor Space (the “Available Space”). This notice (the “Landlord’s Notice”) shall consist of a statement that the Landlord intends to lease the Available Space to a third party in the event Tenant does not exercise its Right of First Refusal and a statement of the termprincipal terms of the intended lease, including all material financial terms. In the event Tenant shall have failed to notify Landlord within such period of its election to lease the Available Space, Tenant shall be deemed to have elected not to lease such Available Space, and Landlord shall be entitled to lease the space upon the same terms set forth in such offer to any third party; (c) Notwithstanding anything to the contrary contained herein, if Tenant is in default under any of the material terms, covenants or conditions of this Lease beyond any applicable notice and cure period at the time Tenant exercises the Right of First Refusal, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend terminate such Right of First Refusal upon notice to Tenant; (d) If both the term Fifth Floor Space and the 6th Floor Remainder Space are offered to Tenant at the same time, Tenant may elect to lease both spaces or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).neither space. 16.2 Intentionally Deleted. 16.3

Right of First Refusal. A. Commencing upon Subject to the Effective Date and ending on the date that is the last day terms of the twelfth (12th) month of the Termthis Section 21.1, Landlord hereby grants to Tenant shall have an ongoing a right of first refusal (the “Right ROFR”) in connection with any bona fide offers which Landlord, ASOT and/or their Affiliates (individually, an “ASOT Party” and collectively, the “ASOT Parties”) receive at any time during the Exclusivity Period to supply Extended Stay Services at any of First Refusalthe other apartment projects now or hereafter owned by any of the ASOT Parties in the geographic area described in Schedule 21.1 attached hereto and made a part hereof (individually an "Exclusive ROFR Property” and collectively, the “Exclusive ROFR Properties”). The ROFR shall also apply if at any time an ASOT Party desires to self-provide any such Extended Stay Services at an Exclusive ROFR Property (in which case, for purposes of this Section 21.1, the ASOT Party is deemed to have received a bona fide offer from such ASOT Party for such Extended Stay Services). Notwithstanding anything to the contrary in the foregoing, the ROFR shall not apply as to any Exclusive ROFR Property unless and until Extended Stay Services are already provided (or if the bona fide offer were accepted by an ASOT Party, would result in Extended Stay Services being provided) in ten percent (10%) [CONFIRM PERCENTAGE FOR EACH PROJECT] of the total number of residential apartment units in such Exclusive ROFR Property (the “Permitted Floor Amount”) (i.e., Extended Stay Services may be provided by an ASOT Party or a third party provider other than Tenant for up to ten percent (10%) [CONFIRM PERCENTAGE FOR EACH PROJECT] of the total residential apartment units in such Exclusive ROFR Property before the ROFR granted in this Section 21.1 shall apply to such Exclusive ROFR Property, and such ROFR shall only be with respect to residential apartment units in excess of such 10% floor). Landlord shall cause the owner of each Exclusive ROFR Property to be bound by the terms of this Section 21.1 by executing concurrently herewith an acknowledgement to such effect. The ROFR shall continue only so long as (i) Landlord or its Affiliate continues to own the Premises, and (ii) with respect to any space located in Building E (the “Refusal Space”); providedeach Exclusive ROFR Property, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day only for so long as an ASOT Party continues to own such property. If all of the thirteenth (13th) month foregoing conditions described in this Section 21.1 are satisfied, and an ASOT Party receives a bona fide offer from an ASOT Party or another provider of Extended Stay Services to lease residential apartment units at an Exclusive ROFR Property which would result in Extended Stay Services being provided at such Exclusive ROFR Property in excess of the TermPermitted Floor Amount, provided that the applicable ASOT Party shall provide Tenant has neither exercised its Right of First Refusal nor leased any space in with a notice setting forth the building commonly known as Building E of terms upon which the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed offeror is willing to lease the Refusal Space upon terms subject units from such ASOT Party and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) a copy of the terms under which Landlord is prepared form of lease to be used in connection with such transaction. Tenant shall have the right to lease such residential apartment units in excess of such Permitted Floor Amount under the Refusal Space to same terms as set forth in such Prospect and Tenant may lease the Refusal Spacenotice, under such terms, exercisable by providing Landlord the ASOT Party with written notice within ten (10) days after receipt of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advicenotice from such ASOT Party. If Tenant fails to respond within provide such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise within such ten (10) day period, such ASOT Party shall be free to Landlord within five (5) Business Days after enter into the date of a lease with the second Advice. For purposes hereof, offeror on the terms offered to another party Tenant. If Tenant timely exercises its ROFR in accordance with the foregoing provision but fails to actually execute and deliver such leases within thirty (30) days after such election, the “Proposed Terms”) ASOT Party shall not be deemed entitled to lease such residential apartment units which are the subject of such offer under such terms as it determines to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating appropriate to the Refusal Spaceofferor or to anyone else, including, without limitationand in such event the ROFR granted to Tenant hereunder shall terminate with respect to the Exclusive ROFR Property for which Tenant exercised its ROFR. If Tenant fails on more than two (2) occasions to execute and deliver such leases with respect to any Exclusive ROFR Property within such applicable thirty (30) day period, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right ROFR granted to extend the term or any right to expand the leased premises (whether Tenant hereunder shall terminate in the form of an expansion option, a right of first offer or refusal, or any similar right)its entirety.

Right of First Refusal. A. Commencing upon Provided Lessee is not in default under the Effective Date Lease, and ending on provided further that Lessee meets or exceeds the date that is the last day of the twelfth Net Worth Threshold (12th) month of the Termas hereinafter defined), Tenant Lessee shall have an ongoing right of first refusal on all vacant space in the Building (the “Right ROFR Space”), subject to the provisions set forth in this Paragraph 46. Lessor represents and warrants that as of First Refusalthe date of this Lease, there are no existing rights as to the ROFR Space. Upon receipt of written notice from Lessor (“ROFR Notice”) that a third party has made a bona fide offer to lease any of the aforementioned ROFR Space that Lessor desires to accept, Lessee shall respond to Lessor within seven (7) days after receipt of the ROFR Notice whether it intends to lease the ROFR Space upon the terms of this Lease (including the Base Rent and additional rent in effect for the Premises at the time Lessee receives the ROFR Notice), except that any improvement costs or allowances, free rent and other concessions provided for with respect to the initial Premises shall be adjusted on a pro rata basis to reflect a shorter term for such ROFR Space as compared with the term for the initial Premises. If Lessee indicates that it will not lease such ROFR Space offered, or otherwise fails to notify Lessor within such seven (7) day period that Lessee will lease such ROFR Space at such terms, then Lessor may proceed to lease it to such third-party and Lessee shall have waived its right of first refusal as to such portion of the ROFR Space set forth in the ROFR Notice, but Lessee’s right of first refusal shall remain in effect for the remaining vacant ROFR Space in the Building. If Lessee indicates that it will lease such ROFR Space upon the terms of this Lease, then Lessee’s response must include an audited financial statement, and such other financial documentation as is reasonably acceptable to Lessor, that shows that Lessee has a tangible net worth of no less than $75,000,000.00 for the first 25,000 rentable square feet in the ROFR Space (with such $75,000,000.00 adjusted proportionately if the ROFR Space is less than or greater than 25,000 rentable square feet), and for any space located ROFR Space in Building E excess of Tenant’s initial 25,000 rentable square foot expansion, Tenant must satisfy the foregoing $75,000,000.00 in tangible net worth for every 25,000 rentable square feet plus demonstrate to Landlord that Tenant produced a positive EBITDA for the two consecutive quarters directly preceding the date Lessee receives a ROFR Notice (the “Refusal Net Worth Threshold”). If Lessee does not satisfy the Net Worth Threshold, or otherwise fails to include the foregoing financial documentation with its notice to Lessor, then Lessee shall not be permitted to exercise its right of first refusal with respect to such ROFR Space offered. If Lessee indicates that it will lease such ROFR Space upon the terms of this Lease, and Lessee satisfies the Net Worth Threshold, then Lessee and Lessor shall execute an amendment to this Lease for such ROFR Space within ten (10) business days after Lessee notifies Lessor of its intention to lease such ROFR Space. The term for the ROFR Space shall be coterminous with the term of this Lease with respect to the then-existing Premises, provided, however, in the event that there are less than ten (10) years remaining on the then-current Lease term at the time Lessor delivers the ROFR Notice to Lessee, then Lessee’s exercise of its right to lease any such ROFR Space shall be contingent upon Lessee extending the term of this Lease so that at least ten (10) full years remain after the commencement of Lessee’s lease of the ROFR Space. Any such extension of this Lease required by this Paragraph 46 shall be governed by the terms and conditions of this Lease. Notwithstanding anything in this Paragraph 46 to the contrary, Tenant shall not have the right to exercise its right of first refusal if the addition of the ROFR Space to the then-current Premises would cause Tenant to occupy more than thirty-three percent (33%) of the rentable square footage in the Project (the “Occupancy Cap”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void Landlord and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions stipulate that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior addition to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the current Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails of up to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) 25,000 rentable square feet shall not be deemed to be substantially more favorable than those set forth in exceed the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Occupancy Cap.

Right of First Refusal. A. Commencing upon the Effective Date Landlord and ending on the date Tenant hereby agree that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect continue to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer Refusal set forth in Exhibit G to the Lease, except that effective upon satisfaction of the contingency set forth in Section 15 hereof, (i) the ROFR Premises, as such term is used in Exhibit G to the Lease, shall mean approximately 10,613 RSF on Floor 40 of the Building (Suites 4050, 4040 and 4010), as shown on Exhibit B attached hereto and Tenant shall no longer have any rights to additional space on Floor 36 of the Building and (ii) Tenant’s obligation to pay Rent for the ROFR Premises shall commence upon the earlier of the substantial completion of Tenant’s leasehold improvements within the ROFR Premises or 90 days following Landlord’s delivery of the ROFR Premises. For purposes of determining Tenant’s priority to the ROFR Premises in relation the rights of other tenants of the Building, Tenant’s right to the ROFR Premises described in Article 38 below). Tenant’s this First Amendment shall be the date of the full execution of this First Amendment and the Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed is subject and subordinate to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver pre-existing expansion option of Devon Energy Production Company, L.P. (who has the Advice; right to expand by one (b1) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth full floor in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, Building or in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first AdviceDevon Energy Tower at Two Xxxxx Center, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord Landlord) and taking into account all proposed material economic terms relating to the Refusal Spacepre-existing right of first refusal of Tristone Capital, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises LP (whether in the form of an expansion option, who has a right of first offer refusal on the entire 40th Floor of the Building), and the successors and assigns of the foregoing, (b) any and all preferential rights, expansion options, refusal rights pertaining to the ROFR Premises which are granted to a third party tenant whose initial premises was offered to Tenant and which Tenant declined, and (c) the right to renew the lease of any existing tenant of the ROFR Premises (and their successors and assigns), whether by formal renewal option or refusalotherwise. The existing tenants occupying portions of the ROFR Premises are as follows: (1) DnB Nor Bank ASA who occupies approximately 3,050 RSF in Suite 4010 and whose lease currently expires on march 31, or any similar right)2009, (2) Savoy Capital, Inc. who occupies approximately 3,646 RSF in Suite 4040 and whose lease currently expires on March 31, 2009, Three Xxxxx Center – Quest Midstream Partners, L.P. First Amendment and (3) Xxxxxx Mae who occupies approximately 3,969 RSF in Suite 4050 and whose lease currently expires on June 30, 2010.

Right of First Refusal. A. Commencing upon The LESSEE is hereby given the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal to lease the space adjacent to the Leased Premises designated Suite Number L-2 currently occupied by Xxxxxxx Design and shown as outlined in blue on Exhibit A (the “Right "Adjacent Premises"). If at any time during the initial term of First Refusal”this Lease (i) while there are at least twenty four (24) months remaining in the initial term, or (ii) after LESSEE has exercised its option to extend hereunder, the Adjacent Premises shall become vacant, LESSEE is not then in default hereunder beyond any applicable grace period, and LESSOR has received an offer to lease all or part of the Adjacent Premises, the LESSOR shall notify the LESSEE of such fact, and the LESSEE shall thereupon have the right within ten (10) days from the receipt of notice from LESSOR to elect to lease such Adjacent Premises. LESSEE may exercise such right only by providing written notice of its election to exercise such right to LESSOR within ten (10) days of receipt of LESSOR'S notice. If the LESSEE shall not so elect within the said period, the LESSOR may then lease said Adjacent Premises or any portion thereof to any potential lessee upon such terms, conditions, and rental as LESSOR, in its sole discretion, determines. If the LESSEE elects to exercise said right of first refusal, the Adjacent Premises shall be delivered in "AS IS" condition on the later of ten (10) days after receipt of LESSEE's notice and the date that the same became vacant. If the LESSEE elects to exercise such right of first refusal, the parties shall enter into an amendment to this Lease providing that the rent per square foot and terms and conditions of lease of the Adjacent Premises shall be the same as contained in this Lease and that this Lease shall be amended to include the Adjacent Premises, and to the extent that LESSEE'S option to extend has or may be exercised with respect to the Premises, it shall also be deemed to have been exercised with respect to the Adjacent Premises. The right of first refusal herein contained shall expire on the first to occur of the following (i) the failure of the LESSOR and LESSEE to execute an amendment to this Lease for any space located in Building E reason whatsoever within ten (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and 10) days after the election by LESSEE to exercise its right of first day refusal, or (ii) LESSEE'S failure to notify LESSOR of the thirteenth (13th) month its exercise of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed right to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, Adjacent Premises after notice duly given by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)LESSOR.

Right of First Refusal. A. Commencing upon In the Effective Date event that FCS receives a bona fide offer for the sale or other transfer (each, a "Transfer") of any or all of the FCS Technology or FCS ownership interests (the "FCS Interests") which FCS intends to accept, FCS shall (i) give written notice to LIFELOC of such offer and ending of such intention, the name and address of the proposed purchaser ("Offeror"), the terms of the proposed transaction, a copy of any proposed form of letter of intent or contract for the sale, and such other information as LIFELOC may reasonably request ("Offer"), and (ii) shall offer to sell the FCS Interests to LIFELOC on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon same terms and conditions as contained in such Offer. The giving of such notice shall constitute a warranty and representation by FCS to LIFELOC that Landlord is willing FCS believes the Offer to acceptbe bona fide in all respects and that FCS intends to accept it subject to provisions of this Section. Within ninety (90) days after such receipt of such notice, Landlord shall advise Tenant LIFELOC may elect by notice to FCS to purchase the FCS Interests (the “Advice”"Election Notice") of on the same terms under which Landlord is prepared and conditions as are contained in the Offer. In the event LIFELOC so elects to lease purchase the Refusal Space to such Prospect and Tenant may lease the Refusal SpaceFCS Interests, under such terms, by providing Landlord with on a closing date specified in a written notice of exercise (the “Notice of Exercise”) within five (5) Business Days given by LIFELOC to FCS, which date shall not be fewer than ten days nor more than sixty days after the date of the delivery of the AdviceElection Notice, except that Tenant FCS shall have no such Right of First Refusal tender to LIFELOC good and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior marketable title to the date Landlord would otherwise deliver FCS Interests, free and clear of all liens, claims and encumbrances, to be exchanged for the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those consideration set forth in the first AdviceOffer. In the event LIFELOC does not accept the Offer as aforesaid, then Tenant FCS shall once again have a Right of First Refusal with respect be free to such Refusal Space contract to sell and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant consummate the sale of the terms under which Landlord is prepared FCS Interests to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord Offeror within five the ninety (590) Business Days day period after the date expiration of the second Advice. For purposes hereofninety (90) day period in which LIFELOC could have accepted such Offer, on the same terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those and conditions set forth in the first Advice if Offer. In the net effective annual rent for event FCS shall not, within such ninety (90) day period, contract to sell and consummate the Refusal Space as provided under sale to the Proposed Terms is less than 95% Offeror on the same terms and conditions contained in the Offer, then should FCS thereafter elect to sell the FCS Interests, whether on the same or on other terms and conditions, FCS shall be required to again comply with all of the net effective annual rent for terms and provisions of this Section. FCS acknowledges and agrees that it will not take any actions, directly or indirectly, that will circumvent the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord intents and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length purposes of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this Section.

Right of First Refusal. A. Commencing upon Landlord hereby grants to Tenant, during the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the TermInitial Term only, Tenant shall have an ongoing a continuing right of first refusal (the “Right of First Refusal”) with respect to that space on the fourteenth (14th) floor of the Building containing approximately 5,843 rentable square feet known as Suite 1400 outlined on Exhibit "A-4" attached hereto and made a part hereof (collectively, the "First Refusal Space"). Notwithstanding the foregoing (i) such first refusal right of Tenant shall commence only following the expiration or earlier termination of (A) any space located existing lease pertaining to the First Refusal Space, and (B) as to any First Refusal Space which is vacant as of the date of this Lease and for which Tenant did not exercise its right of first refusal hereunder, the first lease pertaining to any portion of such First Refusal Space entered into by Landlord after the date of this Lease (collectively, the "Superior Leases"), including any renewal or extension of such existing or future lease, whether or not such renewal or extension is pursuant to an express written provision in Building E such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, and (ii) such first refusal right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to (A) the tenants of the Superior Leases and (B) any other tenant of the Project (the “Refusal Space”rights described in items (i) and (ii); provided, howeverabove to be known collectively as "Superior Rights"), that in no event and (iii) such right of first refusal shall not be triggered by the Refusal Space be comprised lease of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when by Landlord has a prospective tenant, other than the to an existing tenant in the Refusal Space (Project in connection with the “Prospect”), who has proposed to lease relocation of such existing tenant's premises in the Refusal Space upon Project. Tenant's right of first refusal shall be on the terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this Section 2.5.

Right of First Refusal. A. Commencing upon So long as the Effective Date Lease is in full force and ending on effect and there is no uncured Event of Default under the date that Lease, if during the initial Lease Term, Landlord receives an offer which Landlord is willing to accept (the last day "Offer") to lease all or any portion of 50,000 sf of the twelfth (12th) month vacant space located in either of the Term2 buildings that are currently scheduled for future construction, as depicted on Exhibit "F-l" attached hereto (the "Refusal Space"), Tenant shall will have an ongoing a one-time right of first refusal (the “"Right of First Refusal”") with respect to any lease all (but not part) of the space located in Building E that is the subject of the Offer (the “Refusal "Subject Space”); provided") upon the same terms and conditions contained in the Offer, however, except that in no event shall the Refusal lease term for the Subject Space will be comprised of less than one full floor of Building E; (from and after the first day same as the remaining Lease Term of the thirteenth Lease (13th) month and if the remaining Lease Term is shorter than the lease term stated in the Offer, all allowances, concessions or other costs to be paid by Landlord will be proportionately reduced or the rental rate in the Offer will be adjusted upward by Landlord in accordance with its standard pricing procedures to take into account the shorter period within which Landlord may recover any allowances, concessions or other costs to be paid by Landlord as set forth in the Offer). If, within 5 days after Tenant receives written notice of the TermOffer (including a statement of the material terms and conditions thereof), provided Tenant does not notify Landlord in writing that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed elects to lease the Refusal Space upon Subject Space, then Landlord may enter into a lease with the prospective tenant who made the Offer on substantially the same terms and conditions that Landlord contained therein, hi addition, if the Subject Space is willing to accept, Landlord shall advise Tenant (the “Advice”) less than all of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (and the “Notice of Exercise”) within five (5) Business Days after the date remainder of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant Space is in Default at the time that Landlord would otherwise deliver the Advice; (b) adjacent to the Premises, or any portion thereof, is sublet at Tenant's failure to exercise the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such the Subject Space will not prejudice its Right of First Refusal Space and Landlord, before leasing such Refusal Space with respect to such Prospect, shall provide Tenant with written notice advising Tenant the remainder of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease 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 will 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 will 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. Tenant acknowledges that the construction plans for the 2 buildings containing the Refusal Space have yet to be finalized and that the Landlord may alter, in its entirety onlysole discretion, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date any aspect of the second Advice. For purposes hereofbuildings' construction, including, but not limited to, the buildings' location, size, design, and construction schedule and whether the buildings are actually built. This Right of First Refusal is only applicable to the building that is constructed first, if any. Any capitalized terms offered to another party (not defined in this Exhibit "F" will have the “Proposed Terms”) shall not be deemed to be substantially more favorable than those meaning set forth in the first Advice if Lease to which this Exhibit "F" is attached. EXHIBIT "G" So long as the net effective annual rent Lease is in full force and effect and there is no Event of Default under this Lease at the time of Tenant's exercise of the Renewal Option (defined below) and upon the commencement of the Renewal Term (defined below), Tenant will have the option ("Renewal Option") to renew this Lease as follows: Tenant may, by notifying Landlord of its election in writing ("Renewal Notice") not less than 120 days prior to the end of the Lease Term, renew this Lease for an additional term ("Renewal Term") beginning on the Refusal Space date next following the expiration date of the Lease Term and continuing for 60 months thereafter. Such renewal will include the Premises, as well as any other space within the Building then being leased by Tenant as of the date of exercise of the Renewal Option. The renewal of this Lease will be upon the same terms, covenants and conditions applicable during the Lease Term, as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion optionLease, a right of first offer or refusal, or any similar right).except that:

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day Provided no uncured Event of the twelfth (12th) month of the TermDefault by Tenant has occurred, Tenant shall have an the ongoing right of first refusal to lease Suite 700. Landlord shall provide Tenant the opportunity to lease the Fourth Expansion Space prior to any other prospective tenants, excluding the current tenant of the Fourth Expansion Space, by providing Tenant with a copy of the first written proposal to lease the Fourth Expansion Space that is given to a bonafide, prospective tenant (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal SpaceBonafide Proposal”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that . If Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed desires to lease the Refusal Fourth Expansion Space upon under the terms of the Bonafide Proposal, Tenant must (1) notify Landlord in writing of its acceptance of the terms of the Bonafide Proposal within ten (10) business days of receipt of the Bonafide Proposal, and (2) execute a lease amendment incorporating the Fourth Expansion Space into the Demised Premises on the terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant contained in the Bonafide Proposal within fifteen (the “Advice”15) business days of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice Landlord’s receipt of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the AdviceTenant’s notice. If Tenant fails to respond give Landlord notice of its acceptance of the terms of the Bonafide Proposal or enter into a lease amendment within such five (5) Business Day period or declines the prescribed time, Tenant’s right to lease the Refusal Space, Fourth Expansion Space granted in this paragraph shall be suspended for Six (6) months from the time Landlord may lease provided the Refusal Space copy of the Bonafide Proposal to Tenant and Tenant shall have no further rights with regard to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Fourth Expansion Space to such Prospect change; provided, however, during that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party period (the “Proposed TermsSuspension Period”) ). If the suspension period expires and Landlord has not yet leased the Fourth Expansion Space to a third party, Landlord will once again give Tenant the next Bonafide Proposal that it offers to a prospective tenant and the same cycle will repeat until the Fourth Expansion Space is leased to a third party, after which Tenant shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating have no further rights to the Refusal Fourth Expansion Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).

Right of First Refusal. A. Commencing upon Tenant acknowledges and agrees that Landlord is a subsidiary of Corporate Office Properties Trust, a Maryland real estate investment trust ("COPT") and that COPT, through various affiliates, subsidiaries and related entities owns and intends to own other office buildings within National Business Park (the Effective Date and ending on "Park"). As of the date of this Lease, COPT, through its affiliates, owns the buildings known as One National Business Park, 131 National Business Park, 133 National Business Park, 134 National Business Park, 135 National Business Park and 141 Xxxxxxxx Xxxxxxxx Xxxx (xxe "Existing Other Park Buildings") Landlord agrees that is during the last day Term of the twelfth (12th) month of the Termthis Lease, Tenant shall have an ongoing a continuing right of first refusal in connection with a lease from Landlord or from COPT, through its affiliates, of all or any portion of the rentable area in all buildings owned by Landlord or by COPT, through its affiliates (the “Right of First Refusal”) with respect to any space located in Building E ("Option Space"), whether for the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day initial leasing of the thirteenth area or for subsequent releasing, subject to (13thi) month the vacation of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in Option Space by the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space case of a releasing, (ii) the “Prospect”)rights of tenants which have leases dated prior to the date of this Lease in the Existing Other Park Buildings, who has proposed as described on Exhibit "G", and (iii) to the limitations set forth in this Section. Commencing on the date hereof, when Landlord receives a bona-fide offer to lease the Refusal Option Space upon terms and conditions that which Landlord is willing to accept, Landlord shall advise notify Tenant (the “Advice”) in writing of the terms under existence and location of the Option Space which Landlord is prepared then available ("Landlord's Offer Notice") and the then Prevailing Expansion Market Rate (as defined below) for the Option Space which is then available, if the Option Space is available after the first five (5) years after the Initial Term. Tenant shall exercise the foregoing right of first refusal by delivering written notice of its intention to lease the Refusal Option Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “described in Landlord's Offer Notice of Exercise”) within five (5) Business Days business days after the date Tenant's receipt of Landlord's Offer Notice. Tenant's election notice shall specify all or which portion of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Option Space for which Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within exercising such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer refusal. As used in this Section 52, the term "Prevailing Expansion Market Rate" shall mean the then prevailing market rate being charged for comparable new space in comparable office buildings constructed no later than one (1) year after completion of the Building within a ten (10) mile radius of the Premises (excluding the Town Center of Columbia, Maryland), with consideration given for the amount of space occupied by Tenant, construction allowances, commissions, free rent, and other concessions or refusalpremiums or lack thereof, or any similar right)no vacant time in the Premises and consistency within Landlord's portfolio.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing Buyer hereby agrees to grant Seller a right of first refusal (the “"Right of First Refusal”") with respect to any space located sale to a Third Party of Eligible Assets pursuant to an Eligible Transaction during the RFR Eligible Period, under the terms and conditions set out below. Prior to completing any sale of Eligible Asset to a Third Party, Buyer shall notify Seller of such a proposed sale in Building E a written notice (the “Refusal Space”"RFR Notice") setting forth: • the Eligible Assets to be sold to the proposed Third Party transferee (the "Transferred Eligible Assets"); provided, however, that in no event shall • the Refusal Space be comprised of less than one full floor of Building E; main terms and conditions (from and after the first day including price) of the thirteenth offer made by the proposed Third Party. Seller shall have thirty (13th30) month days from the date of receipt of the Term, provided that Tenant has neither exercised RFR Notice to send a notice to Buyer indicating whether it exercises its Right of First Refusal nor leased any space and acquire all the Transferred Eligible Assets (and not part only) under the terms and conditions set out in the building commonly known as Building E RFR Notice (the "RFR Exercise Notice"). During the above thirty (30) day period, Buyer shall give reasonable access to Seller to information essential for Seller to exercise its Right of First Refusal, such a reasonable access being deemed satisfied if Seller has had access to information (in a timely fashion within the above thirty (30) day period) substantially similar to the information given to the proposed Third Party transferee. Should Legrand decide not to make available to Seller material confidential information given to the proposed Third Party transferee, Seller may be authorised to provide that the terms and conditions of the Project RFR Exercise Notice are subject to a review of the said confidential information. In such a case, Seller must confirm the acquisition of the Transferred Eligible Assets pursuant to the RFR Exercise Notice within seven (7) days from the receipt of the said confidential information, failing which it shall be deemed to have waived its Right of First Refusal in respect of the Transferred Eligible Assets. In the event that Seller sends the RFR Exercise Notice within the above time period, the Parties shall as soon as possible (and shown on in any event no later than ten (10) days from receipt of the site plan attached hereto RFR Exercise Notice by Buyer) execute an agreement (the "Acquisition Agreement") for the acquisition of the Transferred Eligible Assets containing the same terms and conditions as Exhibit A-1 in the RFR Notice, save that: (“Building E”i) the acquisition by Seller shall be for a consideration wholly in cash (if Buyer has retained a third party offer which provides for a consideration which is in whole or in part in Cash Equivalent, the equivalent in cash shall be deemed equal to the Market Value of the Cash Equivalent) and (ii) the acquisition by Seller shall not be subject to any conditions precedent other than the receipt by Seller of compulsory pre-closing regulatory approvals. In the event that Seller waives its Right of First Refusal (either explicitly, or implicitly by failing to send the RFR Exercise Notice within the above time period or to enter into the Acquisition Agreement as provided above), Tenant’s Buyer shall be free to sell the Transferred Eligible Assets to any Third Party of its choice with no restriction whatsoever, provided that: (i) Buyer enters with a Third Party into an agreement for the sale of the Transferred Eligible Assets within six (6) months from the date on which Seller has waived (or is deemed to have waived) its Right of First Refusal (failing which the rights of Seller hereunder with respect to the Transferred Eligible Assets will be reinstated and the above-mentioned procedure will need to be repeated provided that the sale of the Transferred Eligible Assets takes place during the RFR Eligible Period) and (ii) the sale is made at a price which is not less than the price set out in the RFR Notice and under other terms and conditions which are substantially similar to the terms and conditions set forth in the RFR Notice. In the event that any person, or group of persons acting in concert, acquire the control of Seller, Seller shall cease to benefit from the Right of First Refusal with immediate effect (including with respect to Eligible Transactions for which the procedure has been commenced at the time the control is changed). For the purpose hereof, the control of Seller is deemed to have been acquired at the time the control (as defined by section L. 233-3 of the French Commercial Code, except for paragraph III) is effectively acquired by any person (or group of persons acting in concert) and also at the time the board of directors of Seller (or any relevant management body) recommends a tender offer made by a person or a group of persons acting in concert. It is hereby specified that the Right of First Refusal shall be null and void and Tenant shall instead have the Right apply only to a transfer of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has Transferred Eligible Assets to a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than Third Party pursuant to a Permitted Transferee) prior to an Eligible Transaction during the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second AdviceEligible Period. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% purpose of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).this section 8.4: •

Right of First Refusal. A. Commencing upon Provided that the Effective Date United States Department of Energy (“DOE”) and ending on Tenant execute an agreement for the date that is funding and disbursement of a grant pursuant to the last day American Recovery and Reinvestment Act for not less than $118,000,000 for the benefit of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal or its Affiliate (the “Right of First RefusalGrant Agreement”) and no default has occurred beyond any applicable notice and/or cure periods, and is then continuing, Landlord shall, before entering into a lease with respect to any a third party for space located in within the eastern 211,500 square feet of the Building E (the “Refusal Additional Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising of its intention to lease the Additional Space or a portion thereof consisting of at least 75,000 square feet, together with a copy of a fully executed letter of intent (the “Letter of Intent”) containing all material economic terms and conditions pursuant to which Landlord and the prospective tenant intend to lease the Additional Space or portion thereof (the “Economic Lease Terms”). In the event that DOE and Tenant do not execute the Grant Agreement prior to the end of the Initial Lease Term, this Section 26 shall be void and of no force or effect whatsoever. Tenant shall have ten (10) business days from its receipt of Landlord’s notice of the Economic Lease Terms to deliver to Landlord a written notice agreeing to lease the Additional Space on the terms and conditions contained in the Letter of Intent (“Tenant’s Acceptance”). In the event Tenant fails to deliver Tenant’s Acceptance to Landlord within said ten (10) business day period, such failure shall be conclusively deemed a rejection of such Letter of Intent and if Landlord leases the Additional Space or such portion thereof to the tenant identified in the Economic Lease Terms, it shall be deemed a waiver by Tenant of this right of first refusal with respect to the terms under which Landlord is prepared to lease portion of the Additional Space described in such Refusal Space to such ProspectLetter of Intent, whereupon Tenant may lease the Refusal Space, in its entirety only, under shall have no further rights with respect to such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date portion of the second Advice. For purposes hereof, the terms offered to another party Additional Space (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those except as set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first AdviceOption Agreement, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessionshereinafter defined), but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a Tenant’s right of first offer or refusalrefusal with respect to any portions not leased pursuant to such Letter of Intent shall remain in place. In the event Tenant delivers Tenant’s Acceptance to Landlord within said ten (10) business day period, or any similar rightsuch acceptance shall constitute Tenant’s agreement to add the Additional Space to the Leased Premises for the remainder of the Initial Lease Term, as well as to lease the entire Development for an additional fifteen (15) year extension term commencing on the expiration of the Initial Lease Term (the “New Primary Term”).

Right of First Refusal. A. Commencing upon Notwithstanding anything to the Effective Date and ending on contrary contained in this Section 1.5, the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) rights granted to Tenant below in this Section 1.5 shall be applicable with respect to any space located in on the fifth (5th) floor of the Building E which Tenant does not then lease as of the date (the “5th Floor First Refusal Start Date”) on which Xxxxxx’s expansion rights under Section 1.4 above expire without Tenant having exercised such rights with respect to the entire fifth (5th) floor. During the period (the “First Refusal Period”) from the date of execution of this Lease (with respect to any First Refusal Space located on the sixth (6th) floor of the Building) or the First Refusal Start Date (with respect to any First Refusal Space located on the fifth (5th) floor of the Building), and continuing until the later of (A) the last day of the one hundred sixth (106th) month of the initial Lease Term and (B) the last day of the initial Lease Term if, as of the date in clause (A) hereinabove, Tenant properly exercised its option to extend the initial Lease Term for the first Option Term pursuant to the Extension Option Rider, Tenant shall have the ongoing right of first refusal to lease any space in the Building which is other than the initial Premises and any Expansion Space thereafter leased by Tenant pursuant to Section 1.4 above (the “First Refusal Space”); provided, howeverall in accordance with the provisions of this Section 1.5. Tenant’s first refusal rights set forth in this Section 1.5 are and shall at all times be superior to any first offer, that in no event shall first refusal and other expansion rights granted by Landlord to any tenants of Building D. Notwithstanding the Refusal Space be comprised of less than one full foregoing to the contrary, with respect to the sixth (6th) floor of Building E; (from and after the first day of Building, only, the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”)Period shall end, Tenant’s Right of First Refusal shall be null and void and Tenant shall instead no longer have any first refusal or other rights (and Landlord shall no longer have any obligations) pursuant to this Section 1.5 with respect to the Right sixth (6th) floor of the Building, as of the date Tenant delivers to Landlord Xxxxxx’s First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed Notice to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant entire sixth (the “Advice”6th) floor of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than Building pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described Section 1.6 below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).

Right of First Refusal. A. Commencing upon (a) Provided that (i) no default has occurred and is then continuing (beyond any applicable notice and cure period), (ii) the Effective Date and ending on creditworthiness of Tenant is the same or better than as of the date that is hereof or otherwise 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 last day entire Leased Premises throughout the Lease Term, and subject to any pre-existing 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 twelfth (12th) month of the TermRefusal Space now or hereafter leased by such other tenant, Tenant shall have an ongoing on-going right of first refusal (the “Right of First RefusalRefusal Option”) with respect to any lease additional (space in the Building located in Building E contiguous to the Leased Premises as shown crosshatched on the attached Exhibit D (the “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, however, that in no event shall then the Refusal Space shall be comprised of less than one full floor of Building E; (from deemed to include, and after the first day this Refusal Option shall be deemed to apply to, all of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space included in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Bona Fide Offer. Tenant shall instead have the Right five (5) business days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed 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 required, Tenant shall be deemed to have waived this Refusal Option, and conditions that Landlord is willing to acceptthereafter, except as provided in subsection (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared be free to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, bona fide offeror or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)other-third party.

Right of First Refusal. A. Commencing upon As long as Tenant is not in default and Tenant has not been in monetary default two (2) times during the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, term then Tenant shall have an ongoing right of first refusal (the “Right of First RefusalROFR”) with respect to any space located in Building E lease up to 9,562 square feet on the first (the “Refusal Space”)1st) floor; provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal Landlord shall be null obligated and void and Tenant shall instead have the Right entitled to comply with any rights of First Offer described in Article 38 below)existing tenants. Tenant’s Right right of First Refusal first refusal may be exercised only upon Landlord’s presentation to Tenant of a third party’s offer (“Offer”) to lease ROFR space containing the relevant terms satisfactory to Landlord. Upon receipt of such Offer, Tenant shall have seven (7) days in which to accept or reject said Offer (a failure to respond within said period shall be exercised as follows: when Landlord has deemed a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”rejection), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept. Should Tenant reject said Offer, Landlord shall advise be relieved of any further rights of first offer; should Tenant (the “Advice”) of the terms under which accept said Offer, Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) will within five (5) Business Days business days, prepare an amendment to the Lease (the “Amendment”) reflecting the third party’s terms and Tenant will execute the Amendment within ten (10) days following the receipt of such Amendment. The commencement date of the ROFR space shall be the earlier of (i) the third party’s commencement date or (ii) thirty (30) days after the execution of the Amendment. This ROFR shall (a) be subject to the Landlord’s approval of Tenant’s current financial conditions of Tenant being that of the same or better quality as of the date of the delivery signing of the Advice, except that Tenant shall have no such Right of First Refusal Lease and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed valid if Tenant has subleased or assigned any portion of the Leased Premises. Landlord agrees to be substantially more favorable than those set forth in offer the ROFR premises on the first Advice if floor at the net effective annual rent for same rate as the Refusal Space as provided under outlined herein with a tenant improvement allowance of $15.00 per square foot. The allowance shall be pro-rated based on the Proposed Terms is less than 95% remaining term of the net effective annual rent for lease at the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length time of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form Tenant’s exercise of an expansion option, a right of first offer or refusal, or any similar said right).

Right of First Refusal. A. Commencing upon So long as this Lease is still in full force and effect, if within one hundred twenty (120) days following the Effective Date and ending on the date that is the last day of the twelfth this Lease Landlord shall receive a bona fide written offer from a third party (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed ) to lease any available space on the Refusal Space upon terms and conditions that first (1st) floor of the Building which Landlord is willing intends to accept, or if Landlord shall advise make a bona fide written offer to a Prospect to lease any available space on any such floor of the Building which is acceptable to such Prospect, Landlord shall so notify Tenant (the “AdviceROFR Notice”) of identifying the terms under which space (the “ROFR Space”) Landlord is prepared proposes to lease to the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such termsmay, by providing giving notice to Landlord with written notice of exercise (the “Notice of ExerciseROFR Acceptance”) within five (5) Business Days after the date receipt of the delivery of ROFR Notice, irrevocably elect to lease the Advice, except that ROFR Space. If Tenant shall have no so elected to lease the ROFR Space, it shall, within ten (10) days after submission by Landlord, enter into an amendment to this Lease, which shall be in a commercially reasonable form prepared by Landlord, confirming the lease of such Right of First Refusal ROFR Space to Tenant on the terms and Landlord need not provide Tenant with an Advice if: conditions then and thereafter applicable to the Premises initially demised hereunder. If (a) Tenant is in Default at shall not elect to lease the time that Landlord would otherwise deliver ROFR Space within the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such aforesaid five (5) Business Day period period, or declines (b) if Landlord shall not, within one hundred twenty (120) days following the Date of this Lease, receive a bona fide written offer from a Prospect to lease any available space on the Refusal Spacefirst (1st) floor of the Building which Landlord intends to accept, or (c) if Landlord may shall not, within one hundred twenty (120) days following the Date of this Lease, make a bona fide written offer to a Prospect to lease any available space on any such floor of the Refusal Building which is acceptable to such Prospect, then Tenant shall have no further rights under this Section 2.5 and Landlord shall thereafter be free to lease any or all of the ROFR Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) or to any Prospect than those set forth in other third party on such terms as Landlord shall determine, it being agreed that time is of the first Advice, then Tenant shall once again have a Right of First Refusal essence with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant the exercise of the terms Tenant’s rights under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this Section 2.5.

Right of First Refusal. A. Commencing upon If, for any reason, any Skybound Member receives a bona-fide offer from any third party (other than a Permitted Transferee) to consummate a Transfer of all or any part of such Member’s Interests and which such Member (the Effective Date “ROFR Selling Member”) elects to accept, then the ROFR Selling Member shall give written notice to the Company and ending the other Skybound Members of the ROFR Selling Member’s intention (the “ROFR Transfer Notice”); provided that a Skybound Member can deliver a concurrent notice under Section 6.5 and this Section 6.2). The ROFR Transfer Notice must name and identify the proposed transferee and specify the number of Interests to be transferred (the “ROFR Offered Interests”), the price per Interest, the payment terms and all other relevant terms of the proposed Transfer with reasonable specificity. Upon receipt of the ROFR Transfer Notice, the Skybound Members (other than the ROFR Selling Member) shall have the right, but not the obligation, to collectively purchase, a proportion of the ROFR Offered Interests equal to the total number of Interests held by such Skybound Member divided by the total number of Interests held by all Skybound Members (other than the ROFR Selling Member) (such proportion, the “Skybound Pro Rata Share”) on the terms and conditions contained in the ROFR Transfer Notice; provided, however, if any Skybound Member does not wish to purchase his, her or its Skybound Pro Rata Share of the ROFR Offered Interests (such Members, the “ROFR Non-Purchasing Members”), then any other Skybound Member who wishes to purchase such ROFR Offered Interests may purchase such ROFR Non-Purchasing Members’ Skybound Pro Rata Share of the ROFR Offered Interest on a pro rata basis in proportion to such Skybound Members’ Skybound Pro Rata Share of such ROFR Non-Purchasing Member’s ROFR Offered Interest. If any Skybound Member(s) desire(s) to acquire all of the ROFR Offered Interests, such Skybound Member(s) shall deliver to the ROFR Selling Member within thirty (30) days after receipt of the ROFR Transfer Notice, a written election (the “ROFR Purchase Notice”) to purchase the ROFR Offered Interests. Failure of the other Skybound Member(s) to deliver the ROFR Purchase Notice within said thirty (30) day period shall be deemed an election by the other Skybound Member(s) not to purchase any portion of the ROFR Offered Interests. If the ROFR Offered Interests are to be sold under this Section 6.2, the closing of such sale shall occur on the date that is within fifteen (15) days after the last day date of the twelfth (12th) month ROFR Purchase Notice. Notwithstanding the foregoing, if the other Skybound Members elect not to purchase all of the TermROFR Offered Interests, Tenant shall have an ongoing right and the Board provides consent to the proposed Transfer pursuant to Section 6.1 above, the ROFR Selling Member may sell all (but not less than all) of first refusal the ROFR Offered Interests to the third party specified in the ROFR Transfer Notice (subject to the “Right of First Refusal”) with respect to any space located other applicable provision in Building E (the “Refusal Space”this Article 6, including Section 6.5); provided, however, that in no event the ROFR Selling Member shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead not have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has right to effect the proposed Transfer with a prospective tenant, party other than the existing tenant party identified in the Refusal Space ROFR Transfer Notice or on terms different than those contained in the ROFR Transfer Notice without first giving the other Skybound Members a new right of first refusal as described above, and if the ROFR Selling Member does not effect the proposed Transfer within sixty (60) days after the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) Skybound Members’ receipt of the terms under which Landlord is prepared ROFR Transfer Notice, the other Skybound Members’ right of first refusal shall reapply and the ROFR Selling Member shall not thereafter effect the proposed Transfer without complying with the above provisions. If the other Skybound Member(s) elect(s) to lease purchase the Refusal Space ROFR Offered Interests, at any time prior to closing of such Prospect and Tenant Transfer, such Skybound Member(s) may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date assign its right to acquire any of the delivery ROFR Offered Interests to the Company, subject to the unanimous consent of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned Skybound Managers (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver Skybound Manager appointed by the Advice; or (d) Tenant is not occupying Skybound Member holding the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalationROFR Offered Interests), and any allowances or other financial concessions, but excluding any right subject to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)compliance with all applicable laws.

Right of First Refusal. A. Commencing upon GENERAL. Each Investor (a "Rights Holder") has the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal to purchase such Rights Holder's Pro Rata Share (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”defined below), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space all (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”or any part) of any "New Securities" (as defined in Section 3.2) that the terms under which Landlord is prepared Company may from time to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days time issue after the date of this Agreement. A Rights Holder's "Pro Rata Share" for purposes of this right of first refusal is the delivery ratio of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant the number of Investors' Registrable Securities as to which such Rights Holder is in Default at the time that Landlord would otherwise deliver Holder (and/or is deemed to be the Advice; Holder under Section 2.1(b)), to (b) a number of shares of Common Stock of the PremisesCompany equal to the sum of (1) the total number of shares of Common Stock of the Company then outstanding plus (2) the total number of shares of Common Stock of the Company into which all then outstanding Warrants and Notes are then convertible plus (3) the number of shares of Common Stock of the Company reserved for issuance under stock purchase and stock option plans of the Company and outstanding warrants and other convertible securities. New Securities. "NEW SECURITIES" shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock issued after the date hereof, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock, unless waived by PMF; PROVIDED, HOWEVER, that the term "New Securities" DOES NOT INCLUDE: shares of Common Stock issued or issuable upon (i) exercise of the Warrants, (ii) conversion of the Convertible Notes, or (iii) in-kind payment of interest on the December Notes; any portion thereofshares of Common Stock issued or issuable upon conversion or exercise of currently outstanding options, is sublet at warrants or convertible securities; shares of Common Stock or Preferred Stock issued pursuant to the time Landlord would otherwise deliver acquisition of another corporation or entity by the AdviceCompany by consolidation, merger, purchase of all or substantially all of the assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such other corporation or entity or fifty percent (50%) or more of the equity ownership of such other entity; (c) this Lease has been assigned (other than shares of the Company's Common Stock or Preferred Stock issued in connection with any stock split or stock dividend; securities offered by the Company to the public pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided registration statement filed under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided Securities Act; and securities issued or issuable under the first Advice, as determined in good faith Company's stock purchase and stock option plans approved by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length Company's Board of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Directors.

Right of First Refusal. A. Commencing upon Subject to the Effective Date terms and ending on the date that is the last day conditions of the twelfth (12th) month of the TermParagraph 9 above and this Paragraph 10, Tenant shall have an ongoing right the right, to lease any space that becomes available on the seventh (7th) or eighth (8th) floors of first refusal the Building, both of which are currently vacant (the “"Right of First Refusal Space") before such space is leased to a third party ("Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”"); provided, however, that in no event shall Tenant's rights with respect to the Refusal Space be comprised of less than one full eighth (8th) floor of Building E; (from and after the first day portion of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased Space shall arise only after the expiration or earlier termination of any lease for such eighth (8th) floor space in the building commonly known as Building E which is entered into within ninety (90) days of the Project date of this Amendment. Landlord hereby warrants and shown on represents to Tenant that no other tenant of the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s has lease rights which are prior to the Right of First Refusal shall be null and void and granted to Tenant shall instead have herein other than a tenant which enters into a lease with Landlord for all or any portion of the eighth (8th) floor of the Building within ninety (90) days of the date of this Amendment. Subject to the foregoing, if Landlord receives a bona fide offer from a prospective tenant to lease all or part of the Right of First Offer described in Article 38 belowRefusal Space which Landlord is willing to accept ("Prospective Tenant") and such Prospective Tenant has requested that Landlord prepare a lease document for such space, Landlord shall give Tenant written notice of the availability of such space (the "Availability Notice"). Tenant’s As used herein, a bona fide offer shall mean that a third party has delivered to Landlord a written counterproposal and has requested that Landlord prepare a lease or similar document, outlining the terms of such party's leasing of the Right of First Refusal Space. The Availability Notice shall be exercised as follows: when Landlord has include a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) copy of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect bona fide offer and shall not be required to provide another Advice describe the space so offered to Tenant if and shall set forth the Rentable Area, and the other economic terms upon which Landlord is willing to lease such space to Tenant (provided that the term offered to Tenant shall be coterminous with the existing Lease Term and if the Availability Notice is given after month 12 of the Expansion Space Term, the economic package offered to Tenant, including tenant allowances, rent commencement date and construction buildout, shall not be less advantageous than what Landlord was willing to accept from the prospective tenant on a net effective rental basis; provided, however, the tenant improvement allowance shall be proportionately reduced based upon the length of Term remaining, and the Base Rent shall be adjusted to account for any material differences in the size of the Right of First Refusal Space subject to the bona fide offer as compared to that which Tenant may take). Notwithstanding the foregoing, if Landlord's Availability Notice is provided during months 1 through 12 of the Expansion Space Term, and Tenant accepts Landlord's offer to lease the applicable Right of First Refusal Space, the Base Rent shall be at the same rates set forth in this Amendment for the Expansion Space, and the allowance for the tenant improvements shall be $21.00 per square foot of Rentable Area. Except for the above terms, Tenant shall accept the space "AS-IS," and Landlord shall have no further obligation to improve the Right of First Refusal Space unless otherwise agreed to by the parties. Tenant shall have seven (7) Business Days after Landlord has delivered such offer to Tenant to accept or reject such offer. If Tenant notifies Landlord in writing of the acceptance of such offer within such seven (7) Business Day period, Landlord and Tenant shall enter into a written agreement modifying and supplementing the Lease and specifying that such Right of First Refusal Space accepted by Tenant is a part of the Premises demised pursuant to the Lease upon the commencement date thereof for the remainder of the Lease Term and any renewal thereof; if applicable, and containing other appropriate terms and conditions relating to the addition of the Right of First Refusal Space to the Lease as amended hereby (including specifically any increase or adjustment of the rent as a result of such Prospect changeaddition). If Tenant does not notify Landlord in writing of its acceptance of such offer in such seven (7) Business Day period, then Tenant's rights under this paragraph with respect to that portion of the Right of First Refusal Space that is the subject of the bona fide offer shall terminate and Landlord shall thereafter be able to Lease such Right of First Refusal Space or any portion thereof to any third party; provided, however, that the Right of First Refusal Space is leased to a third party on terms no more favorable than offered to Tenant. Notwithstanding the foregoing, if Landlord modifies has not entered into a lease for the terms so that they are substantially more favorable Right of First Refusal Space within one hundred twenty (described below120) days after Tenant either rejects or is deemed to have rejected Landlord's offer, the Right of First Refusal shall be deemed reinstated as to the then applicable Right of First Refusal Space. Any termination of the Lease shall terminate all rights of Tenant with respect to the Right of First Refusal Space. The rights of Tenant with respect to the Right of First Refusal Space shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease as amended hereby. Landlord's consent to any Prospect than those assignment of the Lease shall not be construed as allowing an assignment or a conveyance of such rights to any assignee. Nothing herein contained should be construed so as to limit or abridge Landlord's ability to deal with the Right of First Refusal Space or to lease the Right of First Refusal Space to other tenants, Landlord's sole obligation being to offer, and if such offer is accepted, to deliver the Right of First Refusal Space to Tenant in accordance with this Paragraph 10. Except for a breach by Landlord of Landlord's reasonable obligations to deliver the Right of First Refusal Space to Tenant set forth in the first Advicefollowing sentence, then the Lease shall not be void or voidable, nor shall Landlord be liable to Tenant shall once again have a for any loss or damage resulting from any delay in delivering possession of the Right of First Refusal Space to Tenant, but abatement of the Base Rental attributable to the Right of First Refusal Space from the date of Tenant's acceptance of Landlord's offer with respect to such Refusal Space and Landlord, before leasing such the Right of First Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant the date of actual delivery of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Right of First Refusal Space, in its entirety only, under such terms, shall constitute full settlement of all claims that Tenant might have against Landlord by delivering written notice reason of exercise to Landlord within five (5) Business Days after the Right of First Refusal Space not being delivered upon the date of Tenant's acceptance of Landlord's offer. Notwithstanding the second Adviceforegoing, Landlord shall use commercially reasonable efforts (including instituting unlawful detainer proceedings against a holdover tenant) to deliver the Right of First Refusal Space within a reasonable time following the date of Tenant's acceptance of Landlord's offer. For purposes hereof, Tenant's right of first refusal hereunder shall exist on each occasion that the terms offered to another party (Right of First Refusal Space becomes available during the “Proposed Terms”) Term and shall not be deemed waived or terminated by Tenant's failure to be substantially more favorable than those set forth in lease the first Advice if the net effective annual rent for the Right of First Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, on any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)particular occasion.

Right of First Refusal. A. Commencing upon In the Effective Date and ending on the date event that is the last day Life Company receives an ---------------------- Offer (herein so-called) from an unaffiliated party ("Offeror") to purchase or to reinsure all or part of the twelfth (12th) month Insurance Business previously assumed and reinsured by Life Company from GSL, before Offerees accept such Offer they shall deliver a copy of the TermOffer to GSL. During the sixty (60) day period following such delivery, Tenant GSL shall have an ongoing a right of first refusal (the “Right for either GSL or any of First Refusal”) with respect its affiliates to any space located in Building E (the “Refusal Space”); providedelect to reinsure or acquire such Insurance Business, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 same terms and conditions contained in such Offer. Upon the earlier of (“Building E”)i) the delivery by GSL to Life Company of written notification of its intent not to exercise such right of first refusal, Tenant’s Right or (ii) the expiration of First Refusal such sixty (60) day period without receipt by Life Company from GSL of written notice of its intent not to exercise such right of first refusal, Life Company shall be null and void and Tenant shall instead have the Right right to accept the Offer. If GSL elects to exercise such right of First Offer described in Article 38 below). Tenant’s Right first refusal but fails to consummate the purchase within ninety (90) days after receipt by Life Company of First Refusal shall be exercised as follows: when Landlord has a prospective tenantGSL's written notice of exercise, and if such failure is for any reason other than the existing tenant refusal of Life Company to consummate the transaction in accordance with the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under offer or the failure of GSL despite diligent efforts, to obtain all necessary regulatory approval, GSL's right of first refusal shall terminate completely and permanently. If, despite diligent efforts, GSL fails to obtain all necessary regulatory approvals within the ninety (90) day period specified above, the right of first refusal shall terminate on the earliest of (1) the date on which Landlord the receipt of regulatory approvals is prepared to lease no longer possible or regulatory disapproval is announced, (2) the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days date thirty days after the date on which regulatory approval is granted if the purchase remains unconsummated (unless Life Company has refused to consummate the transaction in accordance with the terms of the delivery of the AdviceOffer), except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: or (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b3) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; date on which GSL ceases to make diligent efforts to obtain all necessary regulatory approvals. Such ninety (c90) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect be extended by mutual consent of GSL and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Life Company.

Right of First Refusal. A. Commencing upon In the Effective Date event that the Tenant shall not have timely exercised either the Initial Expansion Premises Option or the Second Expansion Premises Option within the time limits and ending pursuant to the terms contained in Sections 1.B.(i) or 1.B.(ii), respectively, subject, however, to marketing limitations on the date Landlord as contained in Section 1.C. and provisions of Section 1.F., and further provided that is the last day no Event of the twelfth (12th) month of the Term, Tenant Default shall have an ongoing been committed by Tenant under this Lease, the Landlord grants to the Tenant a right of first refusal (refusal, for the “balance of the Initial Lease Term, subject, however, to a termination of the Right of First Refusal”) with respect Refusal should Tenant commit an Event of Default at any time, to any space located in Building E lease the Expansion Premises upon the terms herein provided (the “"Right of First Refusal Space”Term"); provided, however, that in no event . If during the Right of First Refusal Term the Landlord shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day receive a BONA-FIDE third-party offer to lease premises which shall include all or a portion of the thirteenth Expansion Premises (13th) month "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 Termbasic terms and conditions of such Third Party Offer (the "Landlord's Notice"). Tenant shall thereafter have the option, provided that Tenant has neither exercised within seven (7) business days following Tenant's receipt of Landlord's Notice, to exercise its Right of First Refusal nor leased any space to lease not less than the entire Expansion Premises (notwithstanding a Third Party Offer for the lease of less than all of the Expansion Premises) upon the terms contained in the building commonly known BONA-FIDE third party offer that is recited in the Landlord's notice, by giving notice of its election to exercise its Right of First Refusal in writing to Landlord (the "Tenant's Acceptance"). If Tenant timely exercises the right of first refusal, Landlord and Tenant shall, within five (5) business days thereafter, enter into an amendment to this Lease affirming the covenants and conditions contained in this Lease, except that the amendment, with respect to the Expansion Premises shall contain the applicable business terms and conditions as Building E contained in the Third Party Offer, Tenant shall also deliver to Landlord an original signed re-affirmation of the Project Guarantor's Guaranty in form and shown on substance reasonably prescribed by Landlord. If Tenant waives or fails to exercise its Right of First Refusal herein granted in strict compliance with the site plan attached hereto terms for said exercise, the Landlord may then lease such portion of the Expansion Premises as Exhibit A-1 (“Building E”)set forth in such offer to any other party, Tenant’s including the third party offerer and the Right of First Refusal shall thereafter be null terminated on a self-effectuating basis and void be of no further force or effect with respect to such space which is leased to such third-party. Notwithstanding the immediately preceding sentence, Landlord may, additionally, request the Tenant to execute a written certification of the lapse and Tenant shall instead have termination of the Right of First Offer described Refusal as herein contained with respect to such space. Notwithstanding the foregoing, and in Article 38 below). the absence of an Event of Default by Tenant’s , the Right of First Refusal herein granted to Tenant shall be exercised continue in full force and effect as follows: when Landlord has a prospective tenant, other than to the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) remaining balance of the terms under which Landlord is prepared Expansion Premises not otherwise leased to lease third-parties following a failure or waiver on the Refusal Space part of Tenant to such Prospect and Tenant may lease exercise the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premisesherein granted, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a said Right of First Refusal with respect in all other manners remaining subject to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, and limitations contained in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar rightthis Section 1.B.(iv).

Right of First Refusal. A. Commencing upon In addition to the Effective Date and ending on the date that is the last day Right of the twelfth (12th) month of the TermFirst Offer, Tenant shall have an ongoing right of first refusal (the has a “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day until such time as all of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known shall be leased to new third-party tenants, to lease any and all space in the building that has not been so leased to new third-party tenants, as Building E such right is more particularly described in Section 2.7 of the Project Lease. This instrument is executed as a notice of the aforesaid Lease and shown on is not intended, nor shall it be deemed to vary or govern the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right interpretation of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions thereof. LANDLORD: LEDGEMONT RESEARCH PARK ASSOCIATES II LIMITED PARTNERSHIP By: Name: Title: TENANT: VISTAPRINT USA, INCORPORATED By: Name: Title: (Vice) President By: Name: Title: (Assistant) Treasurer COMMONWEALTH OF MASSACHUSETTS , ss On this day of , 2006, before me, the undersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which was , to be the person whose name is signed on the preceding document and acknowledged to me that Landlord he signed it voluntarily in his capacity as of Ledgemont Research Park Associates II Limited Partnership. Notary Public Print Name: My Commission expires: Affix seal: COMMONWEALTH OF MASSACHUSETTS , ss On this day of , 2006, before me, the undersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which was , to be the person whose name is willing signed on the preceding document and acknowledged to acceptme that he signed it voluntarily in his capacity as of VistaPrint USA, Landlord shall advise Tenant (Incorporated. Notary Public Print Name: My Commission expires: Affix seal: COMMONWEALTH OF MASSACHUSETTS , ss On this day of , 2006, before me, the “Advice”) undersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which was , to be the person whose name is signed on the preceding document and acknowledged to me that he signed it voluntarily in his capacity as of VistaPrint USA, Incorporated. Notary Public Print Name: My Commission expires: Affix seal: EXHIBIT A PLAN OF PREMISES EXHIBIT B LEGAL DESCRIPTION Appendix I-1 [DIAGRAM] [DIAGRAM] Appendix J JANITORIAL CLEANING SPECIFICATIONS Janitorial services will cover the specifications as follows and it is expected that all building areas will be maintained and the necessary spot cleanings performed to ensure the continued satisfaction of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Spacetenant base. Services shall include, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall but not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereoflimited to, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).following:

Right of First Refusal. A. Commencing upon 3.1 If, at any time after the Effective Date and ending on First Closing Date, Entrée intends to directly or indirectly dispose of any legal or beneficial interest in (i) the date Ulziit Uul License or any successor license or licenses or (ii) any geographical areas that is are the last day subject of the twelfth Ulziit Uul License or any successor license or licenses, in whole or in part (12ththe “Interest”), to a third party by way of a sale, transfer, joint venture, grant of option or other rights, rights of encumbrance over or any other mode of disposition or alienation, it may do so only upon bona fide arm’s length terms and further provided that, in any such case Entrée will give Notice (the “Transfer Notice”) month to Kennecott, offering the Interest to Kennecott on substantially the same bona fide arm’s length terms upon which Entrée proposes to convey the Interest to the third party. Kennecott or, at its direction, an Affiliate of Kennecott may exercise its right to acquire all, but not less than all, of the TermInterest for the consideration stipulated in the Transfer Notice (provided that if all or any part of the consideration offered by the third party is non-monetary, Tenant shall Kennecott, or its Affiliate, may elect to furnish the same or equivalent non-monetary consideration or to pay to Entrée an amount of money equal to the fair market value of the non-monetary consideration offered by the third party) by providing Notice (the “Exercise Notice”) within 15 days of receipt by Kennecott of the Transfer Notice (the “Exercise Period”). If Kennecott does not exercise its right to acquire the Interest prior to the expiry of the Exercise Period, Entrée will have an ongoing the right for a period of 60 days following the Exercise Period (the “Closing Period”) to convey the Interest to the third party for consideration having a value equal to or higher than the value of the consideration, and on terms no less favourable to Entrée than, set out in the Transfer Notice. If Entrée does not convey the Interest to the third party by the expiry of the Closing Period, the Interest will again become subject to the right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)section 3.1.

Right of First Refusal. A. Commencing upon Provided no Default then exists and further provided this Lease is then in full force and effect, from the Effective Date execution of this Lease and ending on the date that is the last day of the twelfth (12th) month of continuing throughout the Term, Tenant shall have an ongoing the right of first refusal ("Expansion Option") as hereinafter described, to lease the “Right remaining 25,000 square feet of First Refusal”space adjacent to the Leased Premises (the "Expansion Option Space") for a term beginning on the Expansion Option Commencement Date (defined below). This Expansion Option is exercisable at the following times and upon the following conditions: Landlord shall not voluntarily lease the Expansion Option Space to a third party without making such lease (a ''New Lease") or a bona fide proposal for a New Lease (the "Proposal") subject to Tenant's Expansion Option. Upon the execution of a Proposal, Landlord shall provide written notice of the Proposal to Tenant ("Landlord's ROFR Notice"). Tenant may exercise its Expansion Option, if at all, by delivering to Landlord no later than ten (10) days after delivery of Landlord's ROFR Notice, written notice ("Expansion Option Notice") of Tenant's election to include the Expansion Option Space in the Premises. If Tenant timely exercises the Expansion Option, then: (a) possession of the Expansion Option Space shall be delivered to Tenant in an "AS-IS" condition on the date set forth in Landlord's ROFR Notice, provided the mechanical systems servicing the Expansion Option Space shall be in good working order, (b) the commencement date of the Expansion Option Space shall be the date Landlord delivers possession of the Expansion Option Space to Tenant ("Expansion Option Space Commencement Date"), (c) Minimum Annual Base Rent, Real Estate Taxes, Insurance Costs and Operating Expenses for the Expansion Option Space shall commence on the Expansion Option Space Commencement Date and shall be at the per square foot rate set forth in the Proposal, (d) Tenant's Proportionate Share of shall be appropriately adjusted based on the additional square footage added to the Leased Premises, (e) Landlord shall not be required to perform any work in the Expansion Option Space, (t) the Lease Term for the Leased Premises and the Expansion Option Space shall be expire upon the later of: (i) the expiration of the Lease Term, or (ii) the expiration of the term of the lease for the Expansion Option Space as set forth in the Proposal, (g) Tenant shall be responsible for demising work and construction of all improvements in the Expansion Option Space, and (h) Tenant and Landlord shall execute an amendment to this Lease including the Expansion Option Space in the Leased Premises on the same terms as the Lease, except as set forth above (including a new workletter by which Tenant will perform the work in the Expansion Option Space). Tenant's occupancy of the Expansion Option Space prior to the Expansion Option Space Commencement Date shall be subject to all the requirements of this Lease other than those requiring payment of Rent and shall be solely for purposes of performing construction in the Expansion Option Space and otherwise preparing for occupancy of the Expansion Option Space. Except as provided in the preceding paragraph, if Tenant fails or is unable to timely exercise its Expansion Option, such right shall lapse, time being of the essence with respect to any space located in Building E the exercise thereof (the “Refusal Space”); provided, however, it being understood that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below's Expansion Option is a one-time right only). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has If required pursuant to a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to acceptseparate agreement, Landlord shall advise be obligated to pay a prorated commission to Broker with respect to the Expansion Option Space leased by Tenant (the “Advice”if any) of the terms under which Landlord is prepared pursuant to lease the Refusal Space to such Prospect this Article 17 and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice 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 Article shall terminate if: (a) Tenant this Lease or Tenant's right to possession of the Leased Premises is in Default at the time that Landlord would otherwise deliver the Advice; terminated, or (b) the Premises, Tenant assigns any of its interest in this Lease or sublets any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such ProspectLeased Premises. LANDLORD: TENANT: 120 Palatine LLC, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using an Illinois limited liability company Lansal Inc. d/b/a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion optionHot Mama's, a right of first offer or refusal, or any similar right).Massachusetts corporation By: /s/ Bxxxx Xxxxx By: /s/ Mxxxxxx Xxxxx Name: Bxxxx Xxxxx Name: Mxxxxxx Xxxxx Its: Managing Member Its: President EXHIBIT A LEASED PREMISES EXHIBITB

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the TermLandlord hereby grants to Tenant, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E the building other than the existing premises, the expansion premises and the space occupied by Pell Development Company as of the date of this Amendment (which other space in the building contains a total of approximately 5,148 rentable square feet and is referred to herein as the “ROFR Space”), a right of first refusal on and subject to the following terms and conditions. Not later than the earlier of (i) ninety (90) days prior to the date on which the ROFR Space, or any portion thereof, is scheduled to become available (meaning the term, including any extension thereof pursuant to an option to renew or extend, of a lease for a portion of the ROFR Space is scheduled to expire) or, (ii) if any lease for the ROFR Space is terminated prior to its scheduled expiration, fifteen (15) days after such termination, Landlord shall give Tenant written notice (the “Refusal ROFR Notice”) specifying the date on which Landlord believes it will be able to deliver the portion of the ROFR Space in question to Tenant, the monthly base rent Landlord intends to charge for such portion of the ROFR Space (which rent shall be the then prevailing fair market rent for such space, as reasonably determined by Landlord), and the amount of any tenant improvement allowances and/or free rent period, if any, that Landlord intends to offer in connection with the leasing of the ROFR Space. Tenant shall have thirty (30) days from receipt of the ROFR Notice within which to notify Landlord in writing that Tenant wishes to exercise its right of first refusal and make the portion of the ROFR Space in question part of the premises; provided, however, that Tenant’s rights to exercise such right of first refusal shall be subject to the same terms and conditions specified in subparts (i), (ii) and (iii) of Paragraph 17 of this Amendment to which Tenant’s Options are subject (except that for this purpose subpart (iii) shall mean laws invalidating or modifying the right of first refusal or any of the terms and conditions of the first of first refusal). If Tenant exercises its right of first refusal, Landlord shall deliver the portion of the ROFR Space in question to Tenant on and subject to the same terms and conditions pursuant to which Landlord will deliver the expansion premises to Tenant pursuant to Paragraphs 1(a) and 1(b) of this Amendment and, upon delivery thereof to Tenant, the portion of the ROFR Space in question shall become a part of the premises and leased to Tenant on and subject to the terms, conditions and provisions of this Lease, except that: (i) the monthly base rent payable by Tenant for the portion of the ROFR Space in question shall be the monthly base rent quoted in the ROFR Notice (the “ROFR Space Rent”); provided, however, that such ROFR Space Rent shall be payable until the next scheduled adjustment to the monthly base rent payable by Tenant pursuant to Paragraph 3 and/or Paragraph 17 of this Amendment, at which time the monthly base rent payable for the portion of the ROFR Space in question shall be the greater of the then payable ROFR Space Rent or the rent payable for the balance of the premises pursuant to Paragraph 3 and/or Paragraph 17 of this Amendment, (ii) subpart (iv) of Paragraph 1(b) of this Amendment shall be of no event force or effect with respect to the ROFR Space, it being understood and agreed by Tenant that the ROFR Space, and any portion thereof, shall be delivered to and accepted by Tenant in AS IS condition and repair and Landlord shall have no obligation whatsoever to undertake any improvements or other alterations or provide any funds in connection with the Refusal delivery and/or Tenant’s use and occupancy of such space (except that anything in this subpart (ii) to the contrary notwithstanding, Tenant shall be entitled to any tenant improvement allowance and/or free rent period specified in the ROFR Notice); and (iii) Landlord shall have no liability whatsoever, nor shall it affect the validity of, or Tenant’s obligations under, this Lease if Landlord fails to deliver the portion of the ROFR Space be comprised of less than in question by the date specified in the ROFR Notice, but if Landlord has failed to deliver such space within one full floor of Building E; hundred twenty (from and 120) days after the first day date specified in the ROFR Notice, Tenant, by giving Landlord written notice within ten (10) days after the expiration of the thirteenth one hundred twenty (13th120) month day period, may withdraw its agreement to accept the space. If Tenant fails to notify Landlord within the requisite thirty (30) day period that it wishes to accept the portion of the TermROFR Space designated in a ROFR Notice (or earlier notifies Landlord in writing that it declines to do so), provided that Tenant has neither exercised its Right of First Refusal nor leased any space in Landlord shall be entitled to offer the building commonly known as Building E portion of the Project and shown ROFR Space in question to any third party on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon any terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect changedetermines; provided, however, that if Landlord modifies offers such space to a third party at any time within six (6) months after Landlord’s original ROFR Notice for a monthly base rent that is more than ten percent (10%) less that the monthly base rent specified in Landlord’s original ROFR Notice, or with a tenant improvement allowance that is more than ten percent (10%) greater than that specified in the original ROFR Notice, or with a free rent period that is thirty (30) or more days longer than that specified in the original ROFR Notice, Landlord shall again give a ROFR Notice to Tenant regarding the portion of the ROFR Space in question, and Tenant shall have ten (10) business days within which to agree to accept or decline to accept such space. If Tenant accepts the space, it shall be on and subject to the terms so that they are substantially more favorable (described below) and conditions specified herein for acceptance of any ROFR Space; if Tenant declines to accept the space, Landlord thereafter may rent the space to any Prospect than those set forth third party on any terms and conditions that Landlord determines, subject, however, to the obligation to again give Tenant an ROFR Notice (and the opportunity to accept the space subject to the terms and conditions specified herein for acceptance of any ROFR Space) if within six (6) months after the most recent ROFR Notice given to Tenant the terms on which Landlord offers the space to a third party again exceed the parameters specified in the first Advice, then Tenant shall once again have a Right of First Refusal foregoing proviso with respect to such Refusal Space and monthly base rent, tenant improvement allowance or free rent period when compared to the most recent ROFR Notice given to Tenant by Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant . The first sentence of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Spacethis Paragraph 49 notwithstanding, in its entirety only, under such terms, the event the space occupied by delivering written notice Pell Development Company as of exercise to Landlord within five (5) Business Days after the date of this Amendment will no longer be occupied by Pell Development Company, another entity owned or controlled by the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term Pell family or any right to expand the leased premises member(s) thereof (whether in the form of an expansion optionmeaning Xxxxxx Xxxx, a right of first offer or refusalhis spouse and/or their lineal descendants), or any similar right)member(s) of the Pell family, such space thereupon shall become ROFR Space and shall be subject to the provisions of this Paragraph 49.

Right of First Refusal. A. Commencing upon Subject to Paragraph (c) of this Schedule A and the Effective Date rights of any Facility Mortgagee at such time to consent to or otherwise approve any such purchase, and ending on provided that there is neither an Event of Default existing under the date that is the last day ARL Agreement nor a Management Termination Event existing under Paragraph 28(a)(ii) of the twelfth (12th) month ARL Agreement at any of the following times: (x) the time that PSLT-BLC Holdings delivers the ROFR Notice (as defined below), (y) the time that BLC Holdings delivers the Purchase Notice (as defined below) or (z) the time of the Option Closing (as defined below), then, during and only during the Initial Term, Tenant if PSLT-BLC Holdings shall have an ongoing right of first refusal receive a bona fide third party offer which it desires to accept (the “Right of First RefusalOffer”) to purchase any or all of the Facilities that are subject to Property Leases and the ARL Agreement (the Facilities subject to such Offer being referred to hereinafter as the “Purchase Notice Facilities”) (A) PSLT-BLC Holdings shall give written Notice of such Offer to BLC Holdings within ten (10) days after it decides it wishes to accept such offer, together with a copy of the Offer (the “ROFR Notice”), which ROFR Notice shall state the purchase price for each of the Purchase Notice Facilities covered by such Offer (the “Purchase Price”) and the other conditions, if any, on which the sale contemplated by the Offer is to be effected, and (B) BLC Holdings shall have the right (the “ROFR”), exercisable by irrevocable written Notice to PSLT-BLC Holdings within five (5) days following receipt of the Purchase Notice (the “Purchase Notice”), to purchase all but not fewer than all of the Purchase Notice Facilities for the applicable Purchase Price and, except as otherwise expressly provided in Paragraph (b) of this Schedule A, otherwise on the same terms and conditions set forth in the Purchase Notice (or to purchase PSLT-BLC’s Holdings’ limited liability company interests, partnership interests or other owner interests in the Provident Lessors under the Property Leases affecting such Purchase Notice Facilities (the “Ownership Interests”) on such terms and conditions), in each case, subject to the Facility Mortgages. If BLC Holdings fails to deliver the Purchase Notice within such five (5) day period, BLC Holdings will be deemed to have declined to exercise its rights under this Schedule A with respect to the Offer. Within three (3) Business Days following the delivery of the Purchase Notice, BLC Holdings shall cause to be delivered to PSLT-BLC Holdings a non-refundable (except as provided below) deposit in the amount of two percent (2%) of the Purchase Price, which amount shall be payable in immediately available funds. If BLC Holdings fails to deliver the Deposit within such three (3) Business Day period, BLC Holdings will be deemed to have declined to exercise its rights under this Schedule A with respect to the Offer. The closing (the “Option Closing”) of the purchase of the Purchase Notice Facilities (or the applicable Ownership Interests) specified in a Purchase Notice shall occur as promptly as practicable following the delivery of the Purchase Notice, but in no event later than sixty (60) days following the date of delivery of such Purchase Notice (the “Outside Closing Date”). The date on which the Option Closing occurs is herein referred to as the Option Closing Date. If BLC Holdings timely delivers the Purchase Notice under this Paragraph (a) of this Schedule A, then, on the Option Closing Date, PSLT-BLC Holdings shall cause the Provident Lessors to transfer to BLC Holdings or its designee all of the Provident Lessors’ right, title and interest in and to the Purchase Notice Facilities (or PSLT-BLC Holdings shall transfer the applicable Ownership Interests) upon receipt by PSLT-BLC Holdings of the Purchase Price, in accordance with Paragraph (b) of this Schedule A; provided, however, that, if the Option Closing does not occur prior to or on the Outside Closing Date, (i) PSLT-BLC Holdings shall have no obligation to transfer any of the Purchase Notice Facilities to BLC Holdings, (ii) if the Option Closing did not occur as a result of any failure of the conditions specified in clauses (iv)(A), (v)(A) and (only with respect to the inability of BLC Holdings to procure a title insurance policy of the type described in the last sentence thereof) (viii) of Paragraph (b) of this Schedule A, PSLT-BLC Holdings shall refund the Deposit to BLC Holdings and (iii) subject to clause (ix) of Paragraph (b) of this Schedule A, BLC Holdings shall continue to have its rights under this Schedule A with respect to the Purchase Notice Facilities as if the Offer was never made. If BLC Holdings declines (or is otherwise deemed to have declined) to exercise its rights under this Schedule A with respect to the Offer, PSLT-BLC Holdings may sell the Purchase Notice Facilities substantially on the same terms and conditions set forth in the ROFR Notice (provided that the purchase price to be paid in such transaction is at least 95% of the Purchase Price specified in the ROFR Notice), and BLC Holdings shall have no rights under this Schedule A with respect to such sale. If the Purchase Notice Facilities are not sold pursuant to the Offer or as otherwise as permitted by this Schedule A, BLC Holdings shall continue to have its rights under this Schedule A with respect to the Purchase Notice Facilities as if the Offer was never made. Notwithstanding the foregoing, PSLT-BLC Holdings may at any time prior to the Option Closing solicit offers from third parties to purchase, and consummate any purchase and sale of, the Purchase Notice Facilities (or the applicable Ownership Interests) covered by a Purchase Notice, including pursuant to the Offer, and BLC Holdings shall have no rights under this Schedule A with respect to any space located in Building E (the “Refusal Space”)such offer or any such purchase and sale; provided, however, that in no event PSLT-BLC Holdings shall pay to BLC Holdings an amount equal to two (2) times the Refusal Space be comprised of less than one full floor of Building E; Deposit (from and after the first day which payment includes a refund of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”Deposit), Tenant’s Right in immediately available funds, concurrently with the consummation of First Refusal shall be null such purchase and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant sale to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)third party.

Right of First Refusal. A. Commencing upon Provided the Effective Date and ending on Tenant is not then in material default, the date Landlord hereby agrees, that is the last day of the twelfth (12th) month of if at any time during the Term, the Landlord is in receipt of a bona fide offer to lease from a third party (“Offer”) for (i) 296.18 certified rentable square feet on the lower level of the 350 Building identified as WC-01 on Schedule “B1” to this Lease, (ii) vacant space located on the first (lst) floor of the 350 Building, or (iii) vacant space located on the second (2nd) floor of the 350 Building (in each case, the “Additional Space”) the Landlord shall first offer to lease such Additional Space to the Tenant by delivering notice, in writing, setting out the terms and conditions of the Offer (“Notice”) and the Tenant shall have an ongoing the right within five (5) business days of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day its receipt of the thirteenth (13th) month Notice to deliver to the Landlord written notice of its election to lease such Additional Space upon the same terms and conditions contained in the Notice. The notice given by the Tenant to the Landlord shall constitute a binding offer to lease for such Additional Space and the Landlord and Tenant shall proceed diligently to enter into an amendment to the Lease, which amendment shall reflect the terms and conditions of the Term, provided that Tenant has neither exercised its Right Notice and which amendment shall be in a form generally used by the Landlord for the renting of First Refusal nor leased any office space in the building commonly known as Building E of Building. If the Project Tenant does not so elect, or no response is received within the said period, the Landlord shall be free to, but not obligated to, lease such Additional Space to the third party on terms not more favourable to the third party than those contained in the Notice submitted to the Tenant and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal this right shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms no further force and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal effect only with respect to such Refusal the Additional Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms so offered to the Tenant, until the Landlord receives another party (the “Proposed Termsoffer on such Additional Space.”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).

Right of First Refusal. A. Commencing upon In the Effective Date and event that during the initial Term of this Lease (i.e., the period ending on November 30, 2012) any space on the date that is the last day sixteenth (16th) through twenty-fourth (24th) floors of the twelfth (12th) month of the TermBuilding becomes available for leasing, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a bona fide prospective tenant, other than the existing third party tenant in the Refusal Space (the “Prospect”), who has proposed a "BFT") prepared to enter into a lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant of said space (the “Advice”) as evidenced by one of the following: (i) a letter of intent signed by the BFT under which a good faith lease negotiation between Landlord and such BFT is about to begin; or (ii) a written proposal to or from the BFT under which a good faith lease negotiation between Landlord and such BFT is about to begin; or (iii) if no such letter of intent or written proposal has been submitted by, or to, a BFT, then the terms under of the lease which have been negotiated in good faith by Landlord and the BFT and which Landlord is prepared to lease accept), Tenant shall have and is hereby granted the Refusal Space right to add the space which is the subject of such Prospect and letter of intent, proposal or lease, as the case may be, to the Premises demised hereunder. Landlord shall notify Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date in writing of the delivery availability of such space and shall deliver to Tenant a copy of such letter of intent, proposal or lease, as the Advicecase may be, signed by the BFT. Tenant shall have ten (10) days from receipt of such notice from Landlord within which to notify Landlord in writing of Tenant's acceptance of such offer to add such space to the Premises on the same economic terms and conditions (i.e., rent, rent escalation, concessions and proportionate share) as set forth in such letter of intent, proposal or lease and otherwise on the same terms and conditions as set forth in this Lease (as it is now or may hereafter be amended, including but not limited to any options to extend the Term, termination rights and this right of first refusal), except that any space so added to the Premises shall be coterminous with the Term of this Lease, with a pro rata adjustment of any concessions contained in such letter of intent, proposal or lease. In the event Tenant does not so notify Landlord of Tenant's acceptance of such offer within said ten (10) day period or thereafter does not promptly enter into a lease amendment which adds such space to the Premises on the terms set forth above, Landlord may thereafter lease such space to the BFT and Tenant shall have no further right or interest in such Right space during the term of First Refusal and Landlord need not provide Tenant such lease with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect changeBFT; provided, however, that if during the negotiations between Landlord modifies and the BFT, the economic terms so that they are substantially more favorable of the proposed transaction with the BFT improve (described belowfrom a tenant's standpoint) to any Prospect than those by fifteen percent (15%) or more, then Landlord must notify Tenant of such improved terms and Tenant's right of first refusal set forth in the first Advicethis Section 33 shall again apply, then except that Tenant shall once again have a Right three (3) business days from receipt of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to from Landlord within five (5) Business Days after which to notify Landlord in writing of Tenant's acceptance of such offer to add such space to the date of the second Advice. For purposes hereof, the Premises on such improved economic terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those and otherwise as set forth in this Section 33. Tenant's first refusal rights set forth in this Section 33 are expressly subject and subordinate to the first Advice if rights of any third parties existing as of December 1, 2002, to lease any space on the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% sixteenth (16th) through twenty-fourth (24th) floors of the net effective annual rent for the Refusal Space as provided under the first AdviceBuilding, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating whether pursuant to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right options to extend the term or any right to expand the leased premises (whether in the form of an expansion optionexpand, a right rights of first offer or first refusal, or otherwise, and Landlord represents to Tenant that Exhibit C attached to the Second Lease Amendment dated as of December 1, 2002 between Landlord and Tenant, describes such parties and such prior rights. It shall be a condition of Tenant's right to exercise an option to add space under this Section 33 that Tenant not be in monetary default or in default under any similar right)other material term, covenant or condition of this Lease (in any event beyond the expiration of any applicable cure period) at the time it notifies Landlord of the exercise of such option to add such space to the Premises or upon the effective date of such option. The right of first refusal contained in this Section 33 is personal to Orbitz, LLC and to those successors of Orbitz, LLC to whom this Lease is assigned pursuant to Section 15.H hereof and may not be exercised by or for the benefit of any other party. This Section 33 shall be deemed deleted from the Lease and shall be of no further force and effect as of December 1, 2012."

Right of First Refusal. A. Commencing upon Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Effective Date and ending Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the date that is Commencement Date, and (iii) Tenant named herein remains in possession of and has been continuously operating in substantially the last day entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the twelfth (12th) month of the TermRefusal Space, as defined below, Tenant shall have an ongoing a right of first refusal (the “"Refusal Option") to lease additional space in the Building (the "Refusal Space"). Landlord shall notify Tenant in writing ("Landlord's Notice") of the availability of available space located within the Building containing approximately 10,000 rentable square feet of space, as more particularly depicted on Exhibit "A" (the "Refusal Space") before entering into a lease with a third party for such Refusal Space. Tenant shall have five (5) business days from its receipt of Landlord's Notice to deliver to Landlord a written acceptance agreeing to lease the Refusal Space on the terms and conditions contained in Landlord's Notice. In the event Tenant fails to notify Landlord of its acceptance within said five (5) day period, such failure shall be conclusively deemed a waiver of Tenant's Right of First Refusal”) Refusal and a rejection of the Refusal Space, whereupon Tenant shall have no further rights with respect to any space located the Refusal Space and Landlord shall be free to lease the Refusal Space to a third party. In the event Tenant accepts the Refusal Space on the terms and conditions specified in Building E the Landlord's Notice, the term for the Refusal Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Refusal Space shall be thirty-six (36) months and the “Term for the original Leased Premises shall be extended, to be coterminous with the term for the Refusal Space”); . The Minimum Annual Rent for the Refusal Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Refusal Space, , provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the Refusal Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, provided, however, that in no event shall the Refusal Space Minimum Annual Rent during such extended term be comprised of less than one full floor the highest Minimum Annual Rent payable during the Lease Term for the original Leased Premises. EXPANSION OPTION Provided that (i) there has not been an event of Building E; Default beyond any applicable cure periods at any time during the Lease Term, (from ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant does not exercise its Right of First Offer as set forth hereinabove, Tenant shall have the option, exercisable after the first day of the thirteenth thirty sixth (13th36th) month of the Lease Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any to relocate to other premises owned by Landlord within the Park meeting Tenant's space in requirements. The expansion space must be 5,000 square feet more than the building commonly known as Building E of Leased Premises. The lease term for the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal expansion space shall be null and void and Tenant shall instead have the Right a minimum of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that years and shall be on terms and conditions mutually acceptable to Landlord and Tenant. Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice pay a penalty in connection with a termination of this Lease. In no event shall Landlord be required to terminate this Lease in order to relocate Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect place other than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and another building owned by Landlord, before leasing such Refusal Space as described above. EXHIBIT A Site Plan EXHIBIT B FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter referred to such Prospect, shall provide Tenant with written notice advising Tenant as the "First Amendment") is made as of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms2nd day of March 2001, by delivering written notice of exercise and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter referred to Landlord within five (5as "Landlord") Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion optionASSET ACCEPTANCE CORP., a right of first offer or refusal, or any similar rightNevada corporation (hereinafter referred to as "Tenant").

Right of First Refusal. A. Commencing upon (a) In addition to the Effective Date right and ending on option hereinabove set forth, the Seller agrees that, in the event the Seller shall, from time to time, determine to sell any securities of the Corporation owned by him, pursuant to a bona fide offer (the "Bona Fide Offer"), to any Coopxx Xxxhting Competitor (as that term is defined in the Purchase Agreement), and provided that no Change in Control (as hereinafter defined) in respect of Coopxx xxxll have occurred subsequent to the date that is hereof, the last day of the twelfth (12th) month of the TermSeller shall, Tenant shall have an ongoing right of in each instance, first refusal offer such shares (the “Right of First Refusal”"Offered Shares") with respect to any space located in Building E Coopxx, xx written notice (each an "Initial Sale Notice") to Coopxx xx that effect. Coopxx xxxll have the “Refusal Space”); providedright and option to purchase all, however, that in no event shall the Refusal Space be comprised of but not less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Termall, provided that Tenant has neither exercised its Right of First Refusal nor leased any space securities specified in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, Initial Sale Notice by providing Landlord with giving written notice of exercise (an "Acceptance Notice") to the “Notice of Exercise”) Seller within five (5) Business Days ten days after the date receipt of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to Initial Sale Notice for a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advicepurchase price calculated as hereinafter set forth. If Tenant fails Failure to respond within such five (5) Business Day period or declines shall conclusively be deemed notice of rejection. In the event Coopxx xxxll not timely have exercised any right and option under this Section 6, the Seller shall be free, for a period of sixty days after the expiration of such right and option, to lease the Refusal Spacesell all, Landlord may lease the Refusal Space but not less than all, securities to which such right and option related pursuant to the Prospect Bona Fide Offer theretofore communicated to Coopxx, xxee of the restrictions of this Section 6. In the event that Coopxx xxxy delivers an Acceptance Notice to the Seller, then the Acceptance Notice, taken in conjunction with the Initial Sale Notice, shall constitute a valid and legally binding purchase and sale agreement, and payment in cash for the Offered Shares purchased shall not be required made within ten days following the receipt by the Seller of the Acceptance Notice. In the event the Seller fails to provide another Advice to Tenant if complete the terms upon which Landlord is willing to lease proposed sale, assignment, transfer or other disposition within sixty days after the Refusal Space to such Prospect change; provided, however, that if Landlord modifies rejection or deemed rejection of the terms so that they are substantially more favorable (described below) to any Prospect than those set forth offer contained in the first AdviceInitial Sale Notice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant sale of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) Offered Shares shall not again be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating subject to the Refusal Space, including, without limitation, the length provisions of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this Section 6.

Right of First Refusal. A. Commencing upon Unless and until the Effective Date and ending on the date that is the last day of the twelfth Option (12thas defined below) month of the Termhas terminated unexercised, Tenant shall Axovant will have an ongoing a right of first refusal as follows: Roivant will not grant to any Person any rights under the Arena Agreements, whether by assignment, transfer, license, sublicense or otherwise, until Roivant has first provided to Axovant a reasonably detailed set of written terms upon which Roivant would be willing to grant such rights (the “Right Roivant Notice”). If Axovant notifies Roivant in writing within thirty (30) days of First RefusalAxovant’s receipt of such notice that Axovant is interested in acquiring such rights (the “Axovant Notice”), then the Parties will negotiate in good faith a definitive agreement to grant Axovant such rights on such terms. If Axovant does not notify Roivant within thirty (30) days of Axovant’s receipt of the Roivant Notice that it wishes to negotiate the agreement described in the Roivant Notice, or if the Parties fail to execute a definitive agreement for such rights within sixty (60) days of the Axovant Notice (the later of such applicable date referred to as the “RoFR Expiration Date”), then Roivant may grant such rights to a third party, provided that (i) the terms on which Roivant grants such rights to such third party are not more favorable to such third party than the terms last offered to Axovant in writing by Roivant and (ii) the definitive binding agreement(s) with respect to any space located in Building E the grant of such rights to the third party is entered into no later than sixty (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day 60) days of the thirteenth (13th) month RoFR Expiration Date. Notwithstanding the foregoing, Roivant may grant a non-exclusive sublicense under such rights to contractors performing work under the Development Program solely to conduct such work without triggering the right of the Termfirst refusal set forth in this Section, provided that Tenant has neither exercised its Right of First Refusal nor leased any space the agreement between Roivant and such contractor under which such work is performed can be assigned to Axovant without such contractor’s consent in the building commonly known as Building E connection with Axovant’s exercise of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)Option.

Right of First Refusal. A. Commencing upon In the Effective Date and ending on event that Buyer wishes to ---------------------- sublease 50,000 or more square feet (the date that is the last day "First Refusal Space") of the twelfth (12th) month of the TermProperty to an unaffiliated entity, Tenant Seller shall have an ongoing a right of first refusal to sublease such First Refusal Space as provided herein. Prior to commencing negotiations for a lease of the First Refusal Space with an unaffiliated entity, Buyer shall give Seller written notice that it intends to commence those negotiations (the “Right "Negotiation Notice"). Prior to entering into a binding agreement for the lease of the First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after on the first day Property to an unaffiliated entity, Xxxxx shall deliver to Seller a copy of the thirteenth term sheet or letter of intent which has been signed by the proposed subtenant and Buyer (13th"Signed Proposal") month of setting forth the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in basic terms for the building commonly known as Building E of the Project and shown proposed sublease transaction. If Seller wishes to enter into a sublease on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing set forth in the Signed Proposal, Seller shall deliver to accept, Landlord shall advise Tenant Buyer by 5:00 p.m. Los Angeles time on the date (the “Advice”"Response Deadline") that is the later of (a) twenty (20) business days after Seller's receipt of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect Negotiation Notice, and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”b) within five (5) Business Days business days after the date of the Xxxxx's delivery of the AdviceSigned Proposal, except written notice to Buyer confirming that Tenant it wishes to lease such space on the terms specified. If Seller fails to respond by the Response Deadline, Buyer may proceed to finalize its sublease transaction with the unaffiliated entity within six (6) months after delivery of the Signed Proposal to Seller, and Seller shall have no further right to sublease such Right space on the Property unless (i) no lease transaction is entered into with the specified unaffiliated entity, or the term of First Refusal and Landlord need not provide Tenant with an Advice if: the sublease to the unaffiliated entity expires or is otherwise terminated or (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (bii) the Premisesterms of the proposed sublease transaction are modified, or any portion thereofas referenced below. If the terms of the proposed sublease are modified such that the net present value (using a 10% interest rate) of the economic terms benefitting Buyer are reduced by more than 2% from the terms presented to Seller in the Signed Proposal, is sublet at Buyer shall once again submit a Signed Proposal to Seller and Seller must respond by the time Landlord would otherwise deliver Response Deadline as noted above if it wishes to sublease the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises space on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advicenew signed proposal. It is understood and agreed that if Seller wishes to sublease space identified in a term sheet submitted by Buyer, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant it must lease the entire amount of the space identified in such letter, on terms under which Landlord is prepared and conditions identical to lease those specified in such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Spaceletter or term sheet, including, without limitation, the length approval of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)such sublease by Xxxxx's lender.

Right of First Refusal. A. Commencing upon Sublessor shall not, at any time prior to the Effective Date expiration of the term of this Sublease, or any extension thereof, assign, sublet or otherwise transfer all or any portion of Sublessor's Remaining Space or any rights of Sublessor under the Master Lease, or any interest therein (collectively, a "Sublessor Transfer"), without first giving written notice thereof to Sublessee, which notice is hereinafter referred to as "Notice of Transfer." The Notice of Transfer shall include the exact and ending complete terms of the proposed Sublessor Transfer and shall have attached thereto a photocopy of bona fide offer and counteroffer, if any, duly executed by both Sublessor and the prospective assignee, sublessee or transferee. For a period of ten (10) business days after receipt by Sublessee of the Notice of Sublessor Transfer, Sublessee shall have the right to give written notice to Sublessor of Sublessee's exercise of Sublessee's right to sublet or acquire the Master Lease, or the Remaining Space or portion thereof or interest therein, on the date same terms, price, rent and conditions as set forth in the Notice of Sublessor Transfer. In the event that is the last day Sublessor does not receive written notice of Sublessee's exercise of the twelfth right herein granted within said twenty (12th20) month day period, there shall be a conclusive presumption that Sublessee has elected not to exercise Sublessee's right hereunder, and Sublessor may complete the Sublessor Transfer, on the same terms set forth in the Notice of Sublessor Transfer. In the Term, Tenant shall have an ongoing event that Sublessee declines to exercise its right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day receipt of the thirteenth (13th) month Notice of Sublessor Transfer, and, thereafter, Sublessor and the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased prospective purchaser modify any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord or conditions of such Sublessor Transfer, or in the event that the Sublessor Transfer is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice not consummated within 160 days of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery Notice of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first AdviceSublessor Transfer, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a Sublessee's right of first offer or refusal, or any similar right)refusal shall reapply to said transaction as of the occurrence of the aforementioned events.

Right of First Refusal. A. Commencing upon During the Effective Date and ending on the date term of this Lease, and, provided that Lessee is the last day not in default of any of the twelfth (12th) month terms and conditions of the Termthis Lease, Tenant Lessee shall have an ongoing the right of first refusal (the “Right of First Refusal”) with respect to lease all or any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day portion of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any remaining unleased space in the building commonly known as Building E Building, consisting of approximately thirty thousand (30,000) square feet ("Additional Space"), on the following terms. If during the term of this Lease, Lessor receives from a third party ("Third Party") a bona fide offer to lease all or any portion of the Project and shown Additional Space on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing acceptable to acceptLessor, Landlord in Lessor's sole discretion, as evidenced by a letter of intent or other written offer, Lessor shall advise Tenant (the “Advice”) notify Lessee in writing of the terms under and conditions upon which Landlord is prepared to Lessor would lease the Refusal Additional Space or such portion thereof to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise Third Party (the “Notice of Exercise”) "Lessor's Notice"). If Lessee does not notify Lessor in writing within five (5) Business Days business days after its receipt of Lessor's Notice of its intent to lease the date Additional Space or such portion thereof on the terms and conditions stated in Lessor's Notice, or Lessor and Lessee, through no fault of Lessor, fail to execute an amendment to this Lease within thirty (30) days after Lessee's receipt of Lessor's Notice, Lessor may thereafter lease the delivery of Additional Space or such portion thereof to the Advice, except that Tenant shall have no such Right of First Refusal Third Party on the terms and Landlord need not provide Tenant with an Advice if: (a) Tenant is conditions stated in Default at Lessor's Notice without additional notice to Lessee. If Lessor and the time that Landlord would otherwise deliver Third Party fail to enter into a lease for the Advice; (b) Additional Space or if the Premises, Additional Space or any portion thereofthereof becomes available for lease again during the term of this Lease, is sublet at Lessee shall have the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines right of first refusal to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Additional Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Adviceherein. LESSOR LESSEE Teachers Insurance and GaSonics, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion optionInc., a right of first offer or refusalAnnuity Association California corporation 730 Xxxxx Xxxxxx, or any similar right).Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxn: Jamex X. Xxxxxxxx Xx /s/ JAMEX X. XXXXXXXX By [SIGNATURE ILLEGIBLE] --------------------------------- --------------------------------- Its ASSISTANT SECRETARY Its President ---------------------------- ---------------------------- By --------------------------------- Its --------------------------- [MAP] EXHIBIT A EXHIBIT B WORK LETTER AGREEMENT In connection with the Tenant Improvements to be installed on the Premises the parties hereby agree as follows:

Right of First Refusal. A. Commencing upon Provided Tenant has not been in material ---------------------- default under this Lease (i) more than three (3) times during the Effective Date and ending on twelve (12) months preceding the time the "First Refusal Acceptance Notice" (as ------------------------------- hereinafter defined) is received by Landlord or (ii) one (1) time thereafter until the date Tenant takes possession of any "First Refusal Space" (as ------------------- hereinafter defined), Tenant shall have the reoccurring right of first refusal during the initial Term for the lease of the entire first floor of 0000 Xxxx Xxxxxxx Xxxxx (the "First Refusal Space"), subject only to the existing ------------------- rights of the tenant currently occupying said space and any assignee(s) and subtenants thereof, if applicable. If Landlord receives a bona-fide offer to lease all or a portion of the First Refusal Space which Landlord desires to accept, it shall deliver to Tenant written notice of its receipt of such offer (the "Availability Notice"). If Tenant desires to expand the Premises to ------------------- include the portion of the First Refusal Space described in the Availability Notice, it shall elect to do so by written notice delivered to Landlord within ten (10) business days following Landlord's delivery of the Availability Notice (the "First Refusal Acceptance Notice"). Landlord shall then prepare and ------------------------------- Tenant shall execute an amendment to this Lease pursuant to which Tenant shall lease the portion of the First Refusal Space described in the Availability Notice for a term co-terminus with the Lease Term and otherwise subject to all applicable terms and conditions of this Lease; provided that (i) Landlord shall provide Tenant with a tenant improvement allowance as to the First Refusal Space in the amount of (x) ten ($10.00) per square foot of rentable area during the initial Term and (y) five dollars ($5.00) per square foot of rentable area during an Option Term, subject to reduction as provided below (the improvements to the First Refusal Space to be designed and constructed in accordance with the provisions of this Lease, including, without limitation, Section 5 hereof, to Landlord's then current Building standards or above such standards as reasonably approved by Landlord), (ii) 50 Tenant shall otherwise accept the First Refusal Space in its "as-is" condition, with Landlord having no obligation to improve such space and (iii) the failure to prepare or execute such an amendment shall not relieve Tenant of its obligation to lease the First Refusal Space as provided above. Tenant shall also be entitled to three point six (3.6) non-exclusive uncovered parking spaces for each thousand square feet of usable area contained within the First Refusal Space (prorated and rounded to the nearest whole number to the extent usable square footage is not evenly divisible by 1,000)). Subject to Section 33 below, if (i) Tenant does not deliver the First Refusal Acceptance Notice or (ii) after delivery of First Refusal Acceptance Notice Tenant fails or refuses to execute a new lease as provided above, Landlord may proceed to lease such First Refusal Space to any party upon any terms and conditions as Landlord desires. If Tenant delivers the First Refusal Acceptance Notice, then (i) the "Premises" shall thereafter be deemed for all purposes to include the portion of the First Refusal Space described in the Availability Notice and (ii) Tenant's Base Rent, Operating Cost Share Rent, Tax Share Rent, Security Deposit, and other matters in this Lease pertaining to the amount of rentable area contained within the Premises shall be adjusted accordingly. The amendment to this Lease provided for in the preceding sentence shall be self-executing, but Tenant shall promptly after request by Landlord execute and deliver to Landlord an amendment memorialize the same. Notwithstanding the foregoing, Tenant shall not be entitled to exercise its right of first refusal under this Section 32 (i) after the eighty-forth (84th) month of the initial term or the last day of the twelfth second (12th2nd) year of the first (1st) Option Term under Section 30 above unless it concurrently exercises its option to extend the then current Term by an Option Term or (ii) any time after the last day of the second (2nd) year of the second Option Term. The ten dollar ($10.00) tenant improvement allowance provided for in this Section 32 shall be reduced by two dollars ($2.00) per rentable square foot if Tenant's exercises its right of first refusal after the sixtieth (60th) month of the initial Term, Tenant shall have and by an ongoing right of first refusal additional two dollars (the “Right of First Refusal”$2.00) with respect to any space located in Building E (the “Refusal Space”)per rentable square foot on each twelve month anniversary thereafter; provided, however, that said allowance shall not be reduced if Tenant exercises its right to extend the Term by an Option Term concurrently with the exercise of its right of first refusal under this Section 32. The five dollar ($5.00) tenant improvement allowance provided for in no event this Section 32 shall the Refusal Space be comprised reduced by one dollar ($1.00) per rentable square foot if Tenant's exercises its right of less than one full floor of Building E; (from and first refusal after the first day (1st) year of the thirteenth (13th) month of the then applicable Option Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown by an additional one dollar ($1.00) per rentable square foot on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect changeeach twelve month anniversary thereafter; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) said allowance shall not be deemed to be substantially more favorable than those set forth in the first Advice reduced if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any Tenant exercises its right to extend the term or any right to expand first (1st) Option Term by the leased premises second (whether in 2nd) Option Term concurrently with the form exercise of an expansion option, a its right of first offer or refusal, or any similar right)refusal under this Section 32.

Right of First Refusal. A. Commencing upon Effective as of the Effective Date Date, provided that (a) Tenant is not in default under this Lease beyond applicable notice and ending on the date that is the last day cure periods and (b) Tenant occupies one hundred percent (100%) of the twelfth Premises, then Landlord agrees that prior to leasing Suite 110 in the Building, which consists of approximately 16,585 rentable square feet (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Offer Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after to a third party for the first day time, Landlord shall submit a copy of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed first bona fide offer to lease the Refusal such Offer Space upon terms and conditions from a third party that Landlord is willing to accept, Landlord shall advise Tenant accept (the “AdviceOffer”) of the terms under which Landlord is prepared to Tenant. Tenant shall have a one-time right (“ROFR”) to elect to lease the Refusal Space entire space identified in the Offer, on terms and conditions identical to such Prospect and those contained in the Offer (except as indicated below), provided that Tenant may lease the Refusal Space, under such terms, by providing Landlord with delivers written notice of exercise (the “Notice of Exercise”) exercising its ROFR within five (5) Business Days after the date of the business days following delivery of the Advicecopy of the Offer from Landlord to Tenant. If Tenant duly and timely exercises the ROFR, Landlord and Tenant shall promptly amend this Lease to include the Offer Space on terms and conditions identical to those contained in the Offer, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver term of the Advice; lease relative to the Offer Space shall be coterminous with the Lease for the Premises, (b) the PremisesTenant’s Vehicle Parking Spaces shall be increased on a pro rata basis following delivery of the Offer Space to Tenant, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; and (c) this Lease any concessions in the Offer (e.g., any improvement allowance) shall be equitably reduced to correspond with a reduced amortization period equal to the remaining portion of the existing Term. Once Landlord has been assigned (other than delivered an Offer to Tenant pursuant to the above, if for any reason Tenant fails to duly and timely exercise the ROFR, or if Tenant properly exercises such right but thereafter for any reason does not enter into the amendment of the Lease within thirty (30) days after exercise of the ROFR (unless the delay is caused by Landlord), then Landlord shall be free to lease the Offer Space to another tenant (whether pursuant to the Offer described above or upon different terms or at a different time) without any obligation pursuant to this Section 41.3 and the ROFR shall terminate and be of no further force or effect. The ROFR shall be subject to the any superior rights of any existing tenants existing in writing as of the date of this Lease, shall apply during the Initial Term only (and not during any Option Term or other expansion term), shall be personal to the Original Tenant (or any Permitted Transferee) prior and may not be exercised or assigned, voluntarily or involuntarily, by or to the date Landlord would otherwise deliver the Advice; any person or (d) entity other than such Original Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect Permitted Transferee and shall not be required to provide another Advice to Tenant if assignable separate and apart from this Lease. Time is of the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal essence with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)ROFR.

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day The portion of the twelfth third (12th3rd) month floor of the Term, Tenant shall have an ongoing right Building excluding the Premises is herein referred to as "Offered Space." Landlord agrees that if the Landlord receives a bona fide written offer to lease all or a portion of first refusal the Offered Space (hereinafter the “Right of First Refusal”) with respect to any space located in Building E (the “"Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; ") from an independent third party (from hereinafter "Potential Tenant") at a Monthly Base Rent and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that acceptable to Landlord, then, if this Lease is in effect and no Event of Default has occurred and Tenant is in occupancy of the Premises, Landlord shall give Tenant a written notice (hereinafter the "Offering Notice") specifying (1) the Refusal Space, (2) the Monthly Base Rent, including Adjusted Monthly Base Rent and Operating Expenses and Taxes expense stop, at which Landlord is willing to acceptrent the Refusal Space to such Potential Tenant, (3) the rent concessions, if any, to be provided to such Potential Tenant, (4) the Tenant Improvement allowance, if any, to be provided by Landlord to such potential Tenant at Landlord's cost and expense, (5) and other financial terms of the proposed transaction that would have a material impact thereon. Tenant shall have the right (hereinafter the "Matching Option"), but not the obligation, subject to all of the terms and conditions set forth herein, to lease all of such Refusal Space on the terms and conditions set forth by Landlord in the Offering Notice for a term commencing on the later of (1) the date of the Acceptance Notice (as hereinafter defined) and (2) the date Landlord shall deliver vacant possession thereof to Tenant (such later date for the inclusion of such Refusal Space in the Premises is hereinafter referred to as the "Matching Term Commencement Date") and expiring on the earlier to occur of (i) the expiration date indicated in the bona fide offer and (ii) the expiration date of the Term. The Matching Option may be exercised by Tenant's giving written notice to Landlord (hereinafter the "Acceptance Notice") of Tenant's exercise of said Matching Option not more than five (5) business days after Landlord's delivery of the Offering Notice to Tenant. Upon Tenant's giving of the Acceptance Notice, this Lease shall automatically be deemed to include such Refusal Space in question effective as of the Matching Term Commencement Date upon the terms and conditions specified herein. If Tenant shall not give the Landlord the Acceptance Notice at the time and in the manner set forth above, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared be free to lease the Refusal Space to such Prospect the Potential Tenant or an affiliate thereof on terms not materially less favorable to Landlord than those contained in the Offering Notice and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no rights to the Refusal Space unless and until such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver shall have terminated its negotiations with the Advice; (b) Potential Tenant or affiliate thereof as to such Refusal space or if the Premisesterms and conditions are changed so as to be materially less favorable to Landlord, or any portion thereof, is sublet at the which time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior such Refusal Space shall again become subject to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Adviceright of first refusal contained herein. If Tenant fails to respond within such five (5) Business Day period or declines to lease exercises the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal Matching Option with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitationthen effective as of the Matching Term Commencement Date, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).following shall apply:

Right of First Refusal. A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Landlord hereby grants to Tenant shall have an ongoing a continuing right of first refusal (the “Right of First Refusal”) with respect to any space located in each of the spaces situated on the eighteenth (18th) and nineteenth (19th) floors of the Building E (the each and all “First Refusal Space”); provided. Notwithstanding the foregoing, however(i) such first refusal right of Tenant shall commence only following the expiration or earlier termination of (i) that certain Office Lease dated August 8, 1991, as amended, between Landlord, as landlord, and Nossaman, Guthner, Xxxx & Xxxxxxx LLP, as tenant, (ii) that in no event shall the Refusal Space be comprised of less than one full floor of Building E; certain Office Lease dated October 8, 2009 between Landlord, as landlord, and Xxxxxxxx Xxxxx Xxxxxxxx Kaneda & Litt LLP, as tenant, (from iii) that certain Office Lease dated August 10, 2006 between Landlord, as landlord, and after the first day of the thirteenth Centerline Mortgage (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly formerly known as Building E of CharterMac Mortgage Capital Corporation), and (iv) that certain Office Lease dated December 28, 2010 between Landlord, as landlord, and Christie, Parker & Xxxx LLP, as tenant (items (i) through (iv), collectively, the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building ESuperior Leases”), including any renewal or extension of such Superior Leases, regardless of whether such renewal or extension is pursuant to an express written provision in any such Superior Lease and regardless of whether any such renewal or extension is consummated strictly pursuant to the terms of such express written provisions, or pursuant to a lease amendment or a new lease, and (ii) such first refusal right shall be subordinate and secondary to all rights of expansion, first refusal, rights of first offer or similar rights previously granted to the above named tenants of the Superior Leases (the rights described in items (i) and (ii) above to be known collectively as “Superior Rights. Landlord represents that there are no other tenant rights superior to Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have other than the Right of First Offer Superior Rights described in Article 38 below)this Section 1.3. Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than on the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right)this Section 1.3.

Right of First Refusal. A. Commencing upon Landlord hereby grants to the Effective Date originally named Tenant herein ("Original Tenant") and ending on the date its "Permitted Transferee Assignee" (as that term is the last day of the twelfth (12thdefined in Section 14.8 below) month of the Term, Tenant shall have an ongoing a one-time right of first refusal (the “Right of First Refusal”) with respect to any the space located in located, alternatively, on either the third (3rd) or sixth (6th) floor of the Building E (or, if the “originally identified Premises is relocated pursuant to Article 22, the First Refusal Space shall, correspondingly, be the thereafter existing, immediately adjacent floors to such relocated Premises), whichever first becomes available following the rights of the "Superior Right Holders" identified hereinbelow (as applicable, the "First Refusal Space”"); provided, however, . The parties hereby acknowledge and agree that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day i) as of the thirteenth date of this Lease, the third (13th3rd) month of the Term, provided that Tenant has neither exercised its Right floor alternate component of First Refusal nor leased any space in Space is vacant and, accordingly, the building commonly known as Building E applicability of the Project and shown on the site plan attached hereto as Exhibit A-1 such first refusal right of Tenant to such third (“Building E”), Tenant’s Right 3rd) floor alternate component of First Refusal Space shall be null and void and Tenant shall instead have commence (a) on the Right of First Offer described in Article 38 below). Tenant’s Right of Lease Commencement Date as to First Refusal shall Space not leased as of the Lease Commencement Date (unless and to the extent Landlord is actively negotiating with a third party tenant to lease such space as of the Lease Commencement Date and consummates such third party lease within ninety (90) days thereafter, in which case such third-party lease and corresponding space will be exercised treated as follows: when an "Initial 3rd Floor Lease," as identified hereinbelow), or (b) the expiration of the initial leases (including renewals and extensions, whether pursuant to rights originally existing or subsequently granted) Landlord has a prospective tenant, other than may enter into with regard to the existing tenant in third (3rd) floor portion of the First Refusal Space (the “Prospect”"Initial 3rd Floor Leases"), who has proposed to lease (ii) as of the date of this Lease, the sixth (6th) floor alternate component of First Refusal Space upon is subject to a third party lease of the sixth (6th) floor portion of the First Refusal Space (the "Existing 6th Floor Lease") and, accordingly, the applicability of such first refusal right of Tenant to such sixty (6th) floor alternate component of First Refusal Space shall be subordinate to all rights of tenants under such Existing 6th Floor Lease and the Initial 3rd Floor Leases (all such tenants under the Existing 6th Floor Lease and Initial 3rd Floor Leases, collectively, the "Superior Right Holders"). Tenant's right of first refusal shall be on the terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advicethis Section 1.3. ./ -/// -8- XXXXXX REALTY, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).L.P. [ACADIA Pharmaceuticals Inc.]

Right of First Refusal. A. Commencing upon Subject to the Effective Date last sentence of this paragraph, in addition to the rights granted to Agent and ending on the Lenders pursuant to Section 2.13 hereof, Borrower, Holdings and Parent Entity hereby agree that, if at any time prior to the date that is the last day all of the twelfth Revolving Advances, all accrued and unpaid, costs, fees and expenses relating to the Revolving Advances, and all accrued and unpaid interest (12thincluding any Revolving Advance Prepayment Additional Interest and Additional Interest) month relating to the Revolving Advances have been indefeasibly paid in full in cash and the Revolving Loan Commitments terminated, Borrower, Holdings or any Subsidiary of the TermBorrower, Tenant Holdings or Parent Entity shall have an ongoing right of first refusal obtained a bona fide third-party offer (the “Right of First RefusalThird-Party Offer”) (for the avoidance of doubt, a bonafide, fully negotiated and executed term sheet delivered by the applicable lender to Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity, as applicable, together with respect to a commitment letter, if any, shall qualify as a “Third-Party Offer” hereunder) for any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day refinancing of the thirteenth Revolving Loans or any similar ABL or borrowing base (13thhowever described) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space revolving financing (including in the building commonly known as Building E form of the Project a Katapult SPV-1 LLC – Loan and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”Security Agreement repurchase agreement transaction) of Leases to be originated, acquired or otherwise held by Holdings, Borrower, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity that is formed for the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Spacepurpose of originating Leases, under such termsBorrower, by providing Landlord with written notice of exercise (the “Notice of Exercise”) Holdings or Parent Entity shall, in writing within five (5) Business Days of receipt of such offer, promptly inform Agent (such writing to Agent is referred to herein as the “First Refusal Offer”) of such Third-Party Offer and the terms and conditions of such Third-Party Offer (and, if such Third-Party Offer is in writing, shall attach a copy of such Third-Party Offer to such First Refusal Offer) and, in such First Refusal Offer, shall offer to Agent a right of first refusal in respect of such financing or refinancing. Agent’s right of first refusal shall grant Agent the right to, within fifteen (15) days after the date receipt of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal Offer, deliver a writing to Borrower, Holdings and Landlord need not provide Tenant with an Advice if: Parent Entity (athe “Acceptance”) Tenant is in Default at stating that Agent and Lenders agree to extend such financing on Material Terms which shall be the time that Landlord would otherwise deliver the Advice; (b) the Premises, same or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described belowtaken as a whole) to any Prospect the applicable borrower than those set forth in the first AdviceMaterial Terms of financing under such Third-Party Offer (as such Material Terms were communicated to Agent by Borrower, then Tenant shall once again have a Right of First Refusal Holdings or Parent Entity or such Affiliate), it being agreed and understood that, with respect to any such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereofThird-Party Offer, the terms offered to another party (the “Proposed Terms”i) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Adviceaggregate principal amount, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, (ii) pricing (including, without limitation, the length interest rate, closing, commitment, structuring, arrangement or similar fees and original issue discount) and payment and prepayment terms and conditions, (iii) term and/or duration, (iv) financial covenants, borrowing base or availability, (v) events of default, (vi) material conditions to closing and borrowing, (vii) operational covenants, including as to debt, liens, investments, prepayments and repayments of other debt, use of proceeds, dividends and distributions, reporting, access to cash, and (viii) collateral and transaction structure (with respect to any financing, such material terms are referred to as “Material Terms”). Upon receipt of the termAcceptance by Borrower, Holdings or Parent Entity, Agent and one or more of the Lenders or their respective Affiliates, on the one hand, and Borrower, Holdings, Parent Entity or the applicable Subsidiary, on the other hand, shall, in good faith negotiate an agreement for such financing on the terms set forth in such Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent set forth in (or incorporated by reference) in the Acceptance). If Agent shall have declined to exercise its right under such First Refusal Offer, or shall have failed to timely respond within fifteen (15) Business Days to such First Refusal Offer or shall have offered a counterproposal to Borrower, Holdings or Parent Entity in respect of such First Refusal Offer, Borrower, Holdings, Parent Entity or such applicable Subsidiary shall be free to close such Third-Party Offer within one hundred twenty (120) days of the date of such First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Offer (as communicated to Agent). If Borrower, Holdings, Parent Entity or such applicable Subsidiary shall have failed to so close such financing within said one hundred twenty (120) days or if the material terms of such financing are modified from the description of such terms in the Third-Party Offer, then a new right of first refusal for the benefit of Agent with respect to such financing shall immediately arise. Borrower, Holdings and Parent Entity agree to inform any Person making a Third-Party Offer of Agent’s and Xxxxxx’s rights under this Section 6.16 in respect thereof. Notwithstanding the foregoing, the net rentrights granted to Agent and the Lenders pursuant this Section 6.16 shall not apply following the Public Company Transition Date with respect to any Third-Party Offer for a bond issuance, public securitization or a syndicated corporate credit facility. For the avoidance of doubt, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right refinancing of the Class A Obligations with a financing similar in nature to extend the term or any right terms of this Agreement shall be subject to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusalrefusal under this Section 6.16. Borrower and Holdings covenant and agree not to form, or consent to or otherwise acquiesce in the formation of, any similar right).Affiliate, or otherwise use any Subsidiary existing on the Closing Date, to originate, acquire or finance any Leases in circumvention of the intent of the covenants, agreements and obligations set forth in this Section 6.16. Katapult SPV-1 LLC – Loan and Security Agreement 66

Right of First Refusal. A. Commencing upon Subject to the Effective Date right(s) of any pre-existing tenant(s) of the Building to lease the "Additional Premises" (as defined below) or any portion of the Additional Premises [about which Landlord hereby acknowledges it knows of no such right(s) of any pre-existing tenant(s)], and ending on provided Tenant has continuously occupied the Premises and is not in default under the terms and conditions of this Lease as of the date that is Tenant notifies Landlord of its desire to exercise a "Right of First Refusal" (as defined below), and further provided no event has occurred but for the last day passage of time or the giving of notice, or both, would constitute a default under this Lease, at any time prior to the end of the twelfth (12th) month of the Term, third lease year Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”"RIGHT OF FIRST REFUSAL") with respect to rent any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of on the thirteenth (13th) month floor of the Building which is contiguous to that portion of the Premises on the thirteenth (13th) floor then being occupied by Tenant (the "ADDITIONAL PREMISES"), subject to the terms and conditions below. Prior to entering into any lease or other agreement with a third party with respect to the Additional Premises during the first three (3) years of the Term, provided that Landlord will give Tenant has neither exercised notice in writing ("LANDLORD'S NOTICE") when the Additional Premises can be made available to Tenant (the "AVAILABILITY DATE") and the terms evidenced in writing upon which a third party is willing to rent the Additional Premises. Tenant must notify Landlord in writing within ten (10) business days after Tenant's receipt of Landlord's Notice whether Tenant desires to exercise its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Refusal. Tenant’s 's Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall may only be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the entire Additional Premises and on the date same terms as offered by Landlord would otherwise deliver to the Advicethird party. If Tenant fails does not notify Landlord of its election to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a exercise its Right of First Refusal with respect to such Refusal Space and Landlordthe Additional Premises within the ten (10) business day period described herein, before leasing such Refusal Space to such Prospect, shall provide then Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not will be deemed to be substantially more favorable than those have waived and elected not to exercise its Right of First Refusal with respect to the Additional Premises, and Landlord may enter into a lease or other agreement with any third party with respect to the Additional Premises on the same terms and conditions set forth in Landlord's Notice. If Tenant elects to exercise its Right of First Refusal and so notifies Landlord within such ten (10) business day period, then Tenant will accept the first Advice if Additional Premises on the net effective annual rent Availability Date in "AS-IS" condition and on the same terms and conditions as offered to the third party, except that (1) the term "PREMISES" for all purposes of this Lease will thereafter include the Additional Premises, and (2) the numerator of Tenant's Proportionate Share will increase by the amount of rentable square feet contained within the Additional Premises. Tenant will commence paying Rent for the Refusal Space as provided under Additional Premises on the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion optionAvailability Date. LANDLORD: 000 XXXXX XXXXXXXX TRUST, a right of first offer or refusalDelaware business trust By: XXXXXXX XXXXXXX-XXXXXXX MANAGEMENT CORPORATION, or any similar right).an Illinois corporation, its agent By ------------------------------ Its: ------------------------------ TENANT:

Right of First Refusal. A. Commencing upon At any time during the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Lease Term or an ---------------------- Option Term, Tenant as hereinafter defined, of which there remains at least three (3) or more years before (5) years remain in the initial Lease Term, and provided Lessee is not in default hereunder, Lessee shall have an ongoing a continual right of first refusal to lease (the “Right "Offer Right") all or any portion of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant not included in the Refusal Demised Premises (the "Offer Space") subject to the terms and conditions hereof. If Lessor receives a bonafide offer from a third party ("Third Party Offeror") to lease the Offer Space, Lessor shall first send Lessee notice of such offer to lease such Offer Space (the “Prospect”"Proposed Offer"), who has proposed . Lessee shall have seven (7) business days subsequent to receipt by Lessee of such notice from Lessor (the "Offer Date") during which to exercise its option to lease the Refusal Offer Space upon subject to the same terms and conditions that Landlord is willing at the then annual base rental rate in effect under this Lease, including rental increases at the same rate of annual increase (i.e. 2%) for the term of such extension, and shall include an additional Lessee's Improvement Allowance, as defined below, to accept, Landlord shall advise Tenant be calculated by multiplying twenty eight cents ($.28) by the “Advice”product of: (i) the square footage of the terms Offer Space and (ii) the balance of years remaining in the then current Term or Option Term, as the case may be, and paid in accordance with Paragraph 4 of this Rider to Lease. Within said seven (7) business day period, Lessee shall by notice to Lessor accept or reject the Proposed Offer. In the event Lessee accepts the Proposed Offer, Lessor and Lessee shall promptly execute an amendment to this Lease to include the Offer Space within the Demised Premises under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease Proposed Offer, commencing the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice iflater of: (a) Tenant is in Default at thirty (30) days from the time that Landlord would otherwise deliver the Advice; Offer Date or (b) on the PremisesLease Commencement provided for in the Proposed Offer, except that all of the terms of this Lease shall apply for the Offer Space. In the event Lessee does not accept the Proposed Offer, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant if Lessee fails to respond notify Lessor of its intent within such five the seven (57) Business Day period or declines business days review period, Lessee shall be deemed to have rejected the Offer Space and Lessor shall be free to lease the Refusal Space, Landlord may lease the Refusal Offer Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to Third Party Offeror on any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).

Right of First Refusal. A. Commencing upon the Effective Date (a) Provided Tenant is not in default of its obligations under this Lease beyond any applicable notice and ending on the date that is the last day cure periods and provided Tenant has not assigned this Lease (other than a permitted assignment to an Affiliate of Tenant or a transaction expressly permitted without Landlord’s consent pursuant to Section 11.02 of this Lease), or sublet all or any portion of the twelfth Demised Premises (12thother than a permitted sublease to an Affiliate of Tenant) month and is itself in occupation and conducting business in the whole of the TermDemised Premises in accordance with the terms of this Lease, Tenant shall have an ongoing right of first refusal (expressly acknowledging and agreeing that the “Right of First Refusal”) with respect rights contained herein are personal to any space located in Building E (the “Refusal Space”); providedoriginal named Tenant, howeverLandlord agrees, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased prior to entering into a new lease for any space in the building commonly known as Building E on or after the third (3rd) anniversary of the Project Commencement Date (other than extensions or renewals of then existing leases), Landlord shall, provided Tenant is not in default of this Lease, first notify Tenant in writing, in the manner provided in Article 32 of the Lease, of its intention so to do, which notice shall set forth the rent, terms and shown on the site plan attached hereto as Exhibit A-1 other conditions upon which such lease is intended to be consummated (“Building ELandlord’s Notice”), Tenant’s Right of First Refusal shall be null and void and . Tenant shall instead have the Right a period of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after days following the date giving of Landlord’s Notice to notify Landlord, in writing, in the manner provided in Article 34 of the delivery Lease, of its election to enter into a lease for such additional premises upon the Advicerent, except that Tenant shall have no such Right of First Refusal terms and Landlord need not provide Tenant with an Advice if: (a) Tenant is conditions set forth in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the AdviceLandlord’s Notice. If Tenant fails shall notify Landlord in writing of its election to respond enter into such lease as tenant for the additional premises within such the said five (5) Business Day period or declines to lease the Refusal Spaceday period, Landlord may shall deliver and Tenant shall execute a modification of this lease incorporating the Refusal Space to the Prospect rent, terms and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those conditions as set forth in the first Advice, then Landlord’s Notice to Tenant shall once again have a Right of First Refusal with respect to such Refusal Space and Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant the additional premises. Time is of the terms under which Landlord is prepared essence with respect to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in Tenant’s exercise of its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right).