Common use of Right of First Offer Clause in Contracts

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]

Right of First Offer. Provided that, on the date of any ROFO Notice (as herein defined), Tenant is not in breach or default of the Lease after any applicable notice was given and any applicable grace or cure period has expired, Tenant shall have a one-time right of first offer to lease any space located on the fourth (4th) or fifth (5th) floors of the Building (the “ROFO Space”), which space becomes available during the initial Lease Term for direct lease from Landlord. If there any ROFO Space becomes available during the initial Lease Term for direct lease from Landlord, Landlord shall give Tenant written notice thereof (the “ROFO Notice”). The ROFO Notice shall specify the location and rentable square footage of the portion of the ROFO Space that is no continuing Event available for direct lease (the “Offer Space”) and the Fair Market Rate as reasonably determined by Landlord for the Offer Space; provided, however, that notwithstanding the foregoing, if the Fair Market Rate, as determined by Landlord, were less than the Base Rent rate payable under the Lease for the lease of Default the initial Premises, then the Base Rent payable by Tenant for the lease of the Offer Space shall be equal to the Base Rent rate applicable to the initial Premises. Tenant shall have five (5) business days (the “Acceptance Period”) after its receipt of the ROFO Notice in which ADDENDUM TO OFFICE LEASE to exercise its right of first offer to lease by delivering to Landlord, before the Acceptance Period expires, written notice executed by Tenant exercising the right of first offer to lease the Offer Space on the terms and conditions contained in the ROFO Notice; provided, however, that notwithstanding the foregoing, if Tenant is occupying timely exercises the right of first offer during the Acceptance Period, and Landlord and Tenant do not, within forty-five (45) days after the Acceptance Period expires, execute a mutually-satisfactory amendment to the Lease adding the Offer Space to the Premises at the rate and has otherwise on the terms and conditions contained in the ROFO Notice, then Tenant’s exercise of the right of first offer shall thereupon automatically terminate and be null and void and of no force or effect, whereupon Landlord shall no longer have any obligation under the Lease, this Addendum or otherwise to offer to lease any of the ROFO Space to Tenant under any circumstances. If Tenant fails to deliver to Landlord, before the Acceptance Period expires, written notice executed by Tenant exercising the right of first offer to lease the Offer Space, or if Tenant delivers such written notice to Landlord during the Acceptance Period, but Landlord and Tenant do not otherwise assigned execute a mutually-satisfactory amendment to this Lease within the period of forty-five (45) days after the Acceptance Period expires, then Landlord shall thereupon be free to lease the Offer Space to any other tenant or sublet prospective tenant of the Building on any terms and conditions agreed to by them. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PARAGRAPH 4, (i) Tenant’s rights pursuant to this Paragraph 4 are personal to Tenant and nontransferable and shall automatically terminate if Tenant assigns the Lease, as amended, or any of Tenant’s rights under the Lease, as amended, to any person or entity (other than pursuant to a Permitted Disposition) or subleases all or any portion of the Leased PremisesPremises to any person or entity (other than pursuant to a Permitted Disposition); and (ii) Tenant’s rights pursuant to this Paragraph 4 shall automatically terminate if, then Tenant shall have on the date of any ROFO Notice, a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased default or breach by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, Lease has occurred and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null continuing after any applicable notice is given and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]any applicable cure period has expired.

Right of First Offer. (a) If there at any time during the Term of this Lease, any space on the second floor of the West Wing of the Building (the “ROFO Space”) becomes available for occupancy upon the expiration or earlier termination of the lease therefor between Landlord and a third party tenant (and provided that both (i) Tenant is no continuing Event of Default by Tenant not then in default hereunder beyond all applicable notice and grace periods (if any), and (ii) the Tenant named in Article 1 above is then occupying at least ninety percent (90%) of the Premises and has not otherwise assigned or sublet all or any portion for the conduct of the Leased PremisesPermitted Uses), then Tenant shall have a Right the right of First Offer first offer to lease any such ROFO Space subject to and in accordance with the terms and conditions set forth in this Section 2.02 (“ROFOTenant’s ROFO Right”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises). Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the TermIf at any time any ROFO Space shall become available for occupancy, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten thereof in writing (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in “Landlord’s ROFO noticeSpace Notice”), provided, however. Tenant improvements which notice shall be adjusted include (i) the anticipated estimated date upon which such ROFO Space shall become available for the term remaining under the Lease. The term for any space leased occupancy by Tenant under (the exercise “ROFO Commencement Date”), (ii) a floor plan showing the approximate rentable square footage thereof, and (iii) Landlord’s determination of its the Fair Market Rent for such ROFO shall be Space for a period coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferableTerm of this Lease. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right only to lease all such ROFO Space described in Landlord’s ROFO Space Notice (and not less than all of such ROFO Space) by giving written notice to Landlord (“Tenant’s ROFO Acceptance Notice”) within fifteen (15) days after Tenant receives Landlord’s ROFO Space Notice, time being of the essence. If Tenant so elects to lease the Suite on subject ROFO Space, such ROFO Space shall be leased by Landlord to Tenant upon the same terms and conditions contained in this Lease, except that: (A) Base Rent for the subject ROFO Space shall be equal to the Fair Market Rent therefor determined in accordance with Section 3.03(c) below (made applicable hereto by such changes and modifications as are required given the Premisesapplication hereof), with alignment (B) the subject ROFO Space shall be and become part of the Suite lease terms with Premises hereunder upon the Premises lease termsdelivery of such ROFO Space to Tenant, and (C) it is understood and agreed that, unless otherwise expressly provided in Landlord’s ROFO Notice, the subject ROFO Space shall be leased by Tenant in its then “as-is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable ROFO Space for Tenant’s use and occupancy or provide any allowance or contribution therefor. [The rest Following such election by Tenant, and effective as of the delivery of the applicable ROFO Space and for the balance of the Term of this page intentionally left blankLease and any extension thereof: (x) the “Premises”, as used in this Lease, shall include the applicable ROFO Space; (y) any Additional Rent, charges and expenses due under this Lease and the number of parking spaces to which Tenant shall be entitled in the Parking Facilities shall be re-calculated to reflect the inclusion of the ROFO Space; and (z) the Base Rent shall equal the sum of the then current Base Rent provided for in this Lease plus the Base Rent for the applicable ROFO Space as determined herein. Signatures on The foregoing provisions of this Section 2.02(a) shall be self-executing, but the next page]parties agree that for purposes of confirming the foregoing, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease in form reasonably acceptable to both parties reflecting the foregoing terms and the incorporation of any ROFO Space. For the purposes hereof, space shall be deemed “available for occupancy” when (1) any lease or occupancy agreement (including extension periods thereunder) for such ROFO Space has expired or is due to expire within not less than six (6) months, (2) any expansion options, expansion rights or other rights to lease with respect to such ROFO Space which are set forth in any other lease or leases entered into prior to the date hereof have expired or been waived, and (3) Landlord is free to, and intends to, lease such space to third parties without restriction.

Right of First Offer. If there is no continuing Event Grantor hereby grants and sells to Grantee a one-time right of Default by Tenant first offer (the “Right of First Offer”) for the purchase of the real property more particularly described on Exhibit A hereto (the “Subject Properties”) on and subject to the Tenant is occupying the Premises terms hereof. Subject to Section 6, if at any time Grantor proposes to effect any sale, transfer, assignment or other disposition (a “Disposition”) of its right, title and has not otherwise assigned or sublet interest in and to all or any portion part of the Leased Premises, then Tenant shall have a Right of First Offer Subject Properties (the “ROFOSubject Property Interest”) to lease the office suite in the building known as Suite 157 any third party, Grantor shall deliver to Grantee a written notice (the “SuiteDisposition Notice”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior proposed Disposition. If Grantee delivers notice to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have Grantor within ten (10) days after such notification of receipt of the Disposition Notice of Grantee’s intent to notify Landlord that Tenant elects engage in negotiations regarding the Disposition, then for the thirty (30) days following delivery of the Disposition Notice, Grantor and Grantee shall discuss and attempt to lease such spacenegotiate and agree upon the terms upon which Grantee would be willing to purchase the Subject Property Interest under this Agreement. if Tenant fails Upon the first to occur of (i) Grantee’s failure to deliver notice to Landlord Grantor of Grantee’s intent to engage in such discussions within the time period prescribed in the preceding sentence; (ii) Grantee’s delivery of notice to Grantor of Grantee’s intent not to engage in such discussions; and (iii) the failure of Grantor and Grantee to reach agreement on the terms upon which Grantee would purchase the Subject Property Interest by the end of such thirty (30) day period, Grantor may proceed with the proposed Disposition with any third party at any time and upon any such terms as Grantor may determine in its election to exercise the ROFOsole discretion, Tenant and Grantee shall be deemed to have irrevocably elected not to exercise purchase the ROFOSubject Property Interest that is the subject of such Disposition Notice. The base rentIn the event that Grantor and Grantee reach agreement on the terms upon which Grantee would purchase the Subject Property Interest that is the subject of the Disposition Notice within such thirty (30) day period, terms then, on such business day as Grantor and conditions for the ROFO space Grantee shall mutually agree (which shall be those set forth in Landlord’s ROFO notice, provided, howevernot less than thirty (30) days nor more than sixty (60) days after the end of such thirty (30) day period) Grantee shall purchase the Subject Property Interest that is the subject of the Disposition Notice upon the terms mutually agreed by Grantor and Grantee. Tenant improvements shall be adjusted for In the term remaining under the Lease. The term for event that any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal Disposition Notice relates to Tenantonly a portion, and is not transferable. Any attempted assignment or transfer by Tenant the entirety, of the ROFO Subject Properties, Grantee’s Right of First Offer as to the remaining Subject Property Interests that were not the subject of such Disposition Notice (the “Remaining Subject Properties”) shall be null and void. Should Landlord receive an offer survive such Disposition Notice as to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]such Remaining Subject Properties.

Right of First Offer. If Provided this Lease is in full force and effect and there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased PremisesDefault, then Tenant shall have a Right the one-time right of First Offer (“ROFO”) first offer to lease the office suite in entirety of the building known as Suite 157 space on the 200 level (the “Suite”1st) located floor of Building C that is immediately adjacent to the PremisesPremises that is shown on Exhibit E as the “ROFO Space” ,subject to and in accordance with the terms and conditions set forth in this Section 2.02. Commencing upon execution of If at any time from and after the Lease and expiring twenty-four (24) months prior to Term Commencement Date the expiration of the TermROFO Space shall become available, Landlord shall notify Tenant of thereof in writing (“Landlord’s ROFO Space Notice”), which notice shall include the anticipated estimated date upon which such space becoming ROFO Space shall become available and for occupancy by Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise , the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions proposed term for the ROFO space shall Space and the economic terms upon which Landlord would be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer willing to lease the Suite, Landlord shall notify ROFO Space to Tenant, and . Tenant shall have the right to lease all such ROFO Space described in Landlord’s ROFO Space Notice only by giving written notice to Landlord within ten (10) days after Tenant receives Landlord’s ROFO Space Notice, time being of the Suite on essence. If Tenant so elects to lease the same ROFO Space, such ROFO Space shall be leased upon the terms and conditions contained in the Landlord’s ROFO Space Notice. To confirm Tenant’s election to lease the ROFO Space as set forth above, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease reflecting the terms as set forth in Landlord’s ROFO Space Notice. For the Premisespurposes hereof, with alignment space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) has expired or is due to expire within not less than six (6) months, or Landlord has elected not to renew the lease of the Suite present tenant, and any prior options, rights or rights to lease terms with the Premises respect to such ROFO Space have expired or been waived and Landlord is free to lease terms. [The rest of this page intentionally left blank. Signatures on the next page]such space to third parties without restriction.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or at any portion time any of the Leased Premisesspace located on the balance of the 47th floor of the Building (the “Subject Space”) shall become available for lease, then Tenant Sublandlord shall have a Right not sublease any of First Offer such space (the “ROFOAvailable Space”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant any other person unless Subtenant first shall have ten (10) days after such notification waived or been deemed to notify Landlord that Tenant elects have waived its right to lease such space. if Tenant fails Available Space pursuant to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for provisions of this Section 18. If at any time Sublandlord learns that any of the ROFO space Subject Space will become Available Space, Sublandlord promptly shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for notify Subtenant of the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenantdate on which such Available Space will become available, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant Subtenant thereafter shall have the right to lease the Suite on such Available Space upon the same terms and conditions as are set forth herein with respect to the Subleased Premises by delivering written notice of such exercise to Sublandlord within twenty (20) Business Days of Subtenant’s receipt of the written notice of such availability from Sublandlord. If Subtenant elects to lease such Available Space, then on the date on which such Available Space becomes available, or on such other date as Sublandlord and Subtenant shall mutually agree, the Available Space shall be included in the Subleased Premises upon the same terms, covenants and conditions as are applicable to the Subleased Premises, and the amount of Net Rent due and payable by Subtenant with respect to the Available Space shall be calculated utilizing the same rate, expressed on a per square foot of Rentable Area basis, as the Net Rent applicable to the Subleased Premises, with alignment and the Subtenant’s Share shall be appropriately adjusted. If any such Available Space is scheduled to become available upon the occurrence of the Suite lease terms Initial Term Expiration Date, Sublandlord shall so notify Subtenant in writing, and Subtenant shall have the right to cause Sublandlord to exercise the applicable Renewal Option with respect to the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Available Space, whereupon Sublandlord shall so exercise such Renewal Option.

Right of First Offer. If there is no continuing Event Landlord grants to Tenant a right of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer first offer (“ROFO”) to lease the office suite in the building known as Suite 157 3610, totaling approximately 10,000 square feet (the “SuiteROFO Space”) located adjacent ), should it come available during the Lease Term. The ROFO shall be subordinate and secondary to all rights of expansion, rights of first refusal, rights of first offer, or similar rights granted to tenants under any existing tenant space leases within the Premises. Commencing upon execution Building and existing as of the effective date of this Amendment. The rights described in this Paragraph shall be known collectively as “Superior Rights.” Landlord shall give Tenant written notice when Landlord determines that the ROFO Space is available for lease (the “ROFO Notice”), as long as no Superior Right has been exercised or asserted. The ROFO Notice shall state the estimated date that Landlord then-anticipates the ROFO Space will be available for delivery to Tenant. All other terms and conditions for leasing the ROFO Space shall be as set forth in the Lease, including the Base Rent rate per square foot, Common Expenses, and remaining Lease Term, and expiring twenty-four (24) a tenant improvement allowance of $3.00 per square foot prorated by the number of months prior to left in the expiration Term upon rent commencement of the TermROFO Space divided by 64, but excluding any tenant improvements by Landlord shall notify and other tenant inducements similar thereto. If Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election wishes to exercise the ROFO, Tenant shall deliver to Landlord written notice (“Exercise Notice”), which shall be irrevocable, fifteen (15) business days after receipt of the ROFO Notice, Tenant must elect to exercise the ROFO, if at all, only with respect to all of the ROFO Space, and Tenant may not elect to lease only a portion of such space. If Tenant fails to timely deliver the Exercise Notice, Tenant shall be deemed to have elected not waived its ROFO and Landlord shall thereafter be free to exercise lease the ROFOROFO Space to any third party. If Tenant timely delivers the Exercise Notice, (a) Landlord and Tenant shall execute an amendment to the Lease to incorporate the ROFO Space, and to set Base Rent and Tenant’s new proportionate share of Common Expenses, as well as any other matters that depend for their calculation on the area of the Premises; and (b) Landlord, at its sole expense, will either remove the demising wall between the Premises and the ROFO Space, or provide openings in the demising wall between the Premises and the ROFO Space to facilitate Tenant’s use of the combined premises. The base rentROFO described in this Paragraph 6 supersedes and replaces any rights of first offer, terms rights of first refusal, and conditions for the ROFO space shall be those similar rights set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal Lease prior to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Amendment.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet Before entering into a lease for all or any portion of the Leased Premisesthird floor space in the Building other than the demised premises (the "Additional Space") during the original Lease Term, and so long as Tenant is not then in breach of the Lease at any time prior to execution of the lease for the additional space as provided below, Landlord will notify Tenant shall have a Right of First Offer the Base Annual Rent and rental increases (“ROFO”"Rental Terms") on which it would be willing to lease the office suite in Additional Space to Tenant. The Landlord agrees that the building known Rental Terms shall be based upon the Additional Space's reasonable market rental value as Suite 157 (the “Suite”) located adjacent to the Premisesreasonably determined by Landlord. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have If within ten (10) days after such notification to notify Landlord that receipt of Landlord's notice, Tenant elects agrees in writing to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected Additional Space for a term not to exercise exceed the ROFO. The base rentremaining original Lease Term at the Rental Terms, terms Landlord and conditions Tenant will execute a lease for the ROFO space shall be those set forth Additional Space within ten (10) days after Landlord's receipt of Tenant's notice of intent to lease on all the same terms as the Lease, except for the Rental Terms, tenant improvement allowance, free parking and other matters which are dependent upon the rentable area of the demised premises, such as Tenant's Percentage of Operating Expenses. If Tenant does not deliver its notice of intent to lease all of the Additional Space offered in Landlord’s ROFO notice's notice within such ten (10) day period, provided, however. or if Landlord and Tenant improvements shall be adjusted do not enter into a fully executed lease for the term remaining under the Lease. The term for any space leased by Tenant under the exercise Additional Space within such ten (10) day period, then this right of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an first offer to lease the Suite, Additional Space will lapse and be of no further effect and Landlord shall notify Tenant, and Tenant shall will have the right to lease the Suite Additional Space or any portion of the Additional Space to a third party on the same or any other terms as the Premisesand conditions, with alignment whether or not such terms and conditions are more or less favorable than those offered to Tenant. This right of first offer to lease is personal to Tenant and its legal successors and is not transferable to any permitted assignee or subtenant. This right of first offer shall be subject and subordinate (i) to any renewal rights, expansion options, rights of first refusal, rights of first offer and similar tenant rights previously granted to any tenant of the Suite lease terms Building and their respective successors and assigns, and (ii) to any renewal rights, expansion options, first refusal, rights of first offer and similar tenant rights granted by Landlord to any tenant leasing any portion of the Additional Space after the Tenant declined to exercise its right of first offer. Time is of the essence with respect to the Premises lease terms. [The rest provisions of this page intentionally left blank. Signatures on the next page]Article.

Right of First Offer. If there is no continuing Event Commencing on the Effective Date, Tenant shall have an on-going right of Default by Tenant and first offer (the Tenant is occupying the Premises and has not otherwise assigned or sublet “ROFO”) to lease all or any portion of the Leased Premisesbuilding located at 0000 Xxxxxx Xxxxx, then Tenant shall have a Right Palo Alto, California, which consists of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 96,025 square feet of Rentable Area (the “SuiteROFO Premises”) located adjacent ). In the event Landlord intends to the Premises. Commencing upon execution market all or any portion of the Lease ROFO Premises for lease to a third party other than a Landlord affiliate (e.g., schools or departments of Landlord, its subsidiaries and expiring twenty-four (24) months prior to the expiration of the Termother affiliates), Landlord shall notify provide written notice thereof to Tenant (the “Offer Notice”), which shall describe the portion of the ROFO Premises being offered for lease, the parking spaces available to the ROFO Premises, and the terms and conditions of such space becoming available and Tenant shall have lease. Within ten (10) days after such notification Business Days following its receipt of the Offer Notice, Tenant shall advise Landlord in writing whether Tenant desires to lease the ROFO Premises (based on the space that is being offered by Landlord) on the terms and conditions set forth in the Offer Notice. Notwithstanding the foregoing, the ROFO shall be void if an Event of Default by Tenant exists at the time Landlord would otherwise be required to issue the Offer Notice, or at the time the lease of the ROFO Premises would otherwise take effect. If Tenant fails to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its Tenant’s election to exercise the ROFOwithin said ten (10) Business Day period, then Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for lease the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, Premises and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null have no further force or effect unless and voiduntil Landlord later elects to market the ROFO Premises for lease to a third party. Should Landlord receive an offer to lease the SuiteIn such event, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite ROFO Premises on terms and conditions to be determined by Landlord in its sole discretion, and Landlord shall also have the same terms as right to extend or renew such lease at the end of its term whether or not the lease provides an extension or renewal term. If Tenant elects to exercise the ROFO, Landlord and Tenant shall enter into an amendment to this Lease for the ROFO Premises, with alignment subject to modification only to reflect the terms of the Suite Offer Notice. The term of the lease terms of the ROFO Premises shall be coterminous with the Premises lease terms. [The rest Term of this page intentionally left blankLease. Signatures on The ROFO shall be personal to the next page]original Tenant named in this Lease and to any Permitted Transferee of the original Tenant.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Subject to any other parties’ pre-existing rights with respect to Available ROFO Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises(as defined below), then Tenant shall have a Right right of First Offer first offer (“ROFO”) as to any rentable premises on the _____ floor of the Building for which Landlord is seeking a tenant (“Available ROFO Premises”). To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant for the office suite in same premises, the building known as Suite 157 affected space shall not be deemed to be Available ROFO Premises. In the event Landlord intends to market Available ROFO Premises, Landlord shall provide written notice thereof to Tenant (the “SuiteNotice of Marketing”). Within fifteen (15) located adjacent to the Premises. Commencing upon execution days following its receipt of the Lease and expiring twenty-four (24) months prior to the expiration a Notice of the TermMarketing, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify advise Landlord that in writing whether Tenant elects to lease such spaceall (not just a portion) of the Available ROFO Premises and on what terms and conditions. if If Tenant fails to deliver notice to notify Landlord of its Tenant’s election to exercise the ROFOwithin such fifteen (15) day period, then Tenant shall be deemed to have elected not to exercise lease the ROFO. The base rent, terms and conditions for the Available ROFO space shall be those set forth in Landlord’s ROFO notice, Premises; provided, however. Tenant improvements shall be adjusted for , if the term remaining under Notice of Marketing is made during the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant first five (5) years of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Term of this Lease then Tenant shall have the right to lease the Suite Available ROFO Premises on the same terms and conditions as set forth in this Lease. If Tenant timely notifies Landlord that Tenant elects to lease all of the Available ROFO Premises and of the terms and conditions therefore (“Tenant’s Offer”), then Landlord shall have fifteen (15) days after receipt of Tenant’s Offer to respond to Tenant in writing whether Landlord elects to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer. If Tenant timely delivers Tenant’s Offer and Landlord elects to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer, then Landlord shall lease the Available ROFO Premises to Tenant upon the terms and conditions set forth in Tenant’s Offer If (a) Tenant notifies Landlord that Tenant elects not to lease the Available ROFO Premises, with alignment (b) Tenant fails to notify Landlord of Tenant’s election within the fifteen (15)-day period described above, or (c) Landlord declines to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer, then Landlord shall have the right to consummate a lease of the Suite Available ROFO Premises at base rent not less than ninety-five percent (95%) of that stated in Tenant’s Offer, if applicable. If Landlord does not lease the Available ROFO Premises within one hundred twenty (120) days after Tenant’s election (or deemed election) not to lease the same Available ROFO Premises or Landlord’s declining to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s offer, then the ROFO shall be fully reinstated, and Landlord shall not thereafter lease the same available ROFO Premises without first complying with the Premises lease terms. [The rest of procedures set forth in this page intentionally left blank. Signatures on the next page]Article.

Right of First Offer. If there is So long as no continuing Event of Default by then exists under this Lease, Tenant will have an on-going first right (the "First Right") and opportunity to lease any space on the Tenant thirteenth (13th) floor of the Building (a "ROFO Space") that is occupying not part of Phase II and that Landlord intends to offer for lease after the Premises Phase I Commencement Date. The First Right is subject to the terms and has not otherwise assigned or sublet conditions set forth in this section and is further subject to any prior rights to such space granted to any other tenants in the Building. If at any time after the Phase I Commencement Date, Landlord intends to lease all or any portion part of the Leased PremisesROFO Space, then Landlord will first notify Tenant shall have a Right of First Offer that such ROFO Space is available for lease (“ROFO”the "ROFO Notice") and the terms (the "Lease Proposal") upon which Landlord will agree to lease the office suite ROFO Space. Tenant must notify Landlord in writing within seven (7) days of receiving Landlord's notice whether Tenant desires to lease the ROFO Space from Landlord. If Tenant notifies Landlord that Tenant does not desire to lease the ROFO Space, or if Tenant does not respond in writing to Landlord's notice within such seven-day period, then Landlord may freely lease the ROFO Space without restriction (other than Tenant's ROFR set forth above). If Tenant notifies Landlord in writing within such seven-day period that Tenant desires to lease the ROFO Space on the terms contained in the building known as Suite 157 (Lease Proposal, the “Suite”) located adjacent to the Premises. Commencing upon execution parties will thereafter negotiate for Tenant's lease of the Lease ROFO Space from Landlord. If Landlord and expiring twenty-four (24) months prior Tenant fail to mutually agree upon the expiration terms of Tenant's lease of the Term, Landlord shall notify Tenant of such space becoming available ROFO Space and Tenant shall have to execute a written amendment to this Lease within ten (10) days Business Days after Tenant delivers Tenant's offer notice to Landlord, then Landlord's obligations under this section shall automatically terminate and be of no further force or effect at the end of such notification ten (10) Business Day period. If Tenant's First Right is still in effect at the end of the initial Term, the First Right shall automatically terminate on the last day of the initial Term and will not apply during any extension of the Term. The purpose of this section is to notify Landlord provide notice to Tenant so that Tenant elects may be in a position to offer to lease such space. if Tenant fails space on a competitive basis with others, and notwithstanding anything to deliver notice to Landlord of its election to exercise the ROFOcontrary contained in this section, Tenant nothing in this section shall be deemed to have elected not be an option or right of first refusal (the latter of which is specifically provided for in Section I of this Exhibit "H"). Notwithstanding anything to exercise the ROFO. The base rentcontrary contained in the foregoing, terms Tenant's ROFR and conditions for the ROFO space First Right are intended to and shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal independent; it being understood that Tenant's failure to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer elect to lease the Suite, Landlord shall notify Tenant, and Tenant shall have ROFR Space under the right ROFR or to elect to lease the Suite on ROFO Space under the same terms as First Right shall not necessarily preclude the Premises, with alignment leasing of such space under the Suite lease terms with the Premises lease termsother respective right. [The rest of this page intentionally left blank. Signatures on the next page]EXHIBIT "I"

Right of First Offer. If there is no continuing Event of Default by Tenant and either PSP or PEGI (as applicable, the Tenant is occupying the Premises and has not otherwise assigned or sublet “ROFO Offeree”) desires to transfer all or any portion of its ownership interests in a Subject Project Company to any Person who deals at arm’s length with such ROFO Offeree, other than to a Permitted Transferee, the Leased PremisesROFO Offeree shall give PSP or PEGI, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 applicable (the “SuiteROFO Offeror”) located adjacent written notice setting forth the details of the ownership interest to be transferred (the “Subject Ownership Interest”) and any other material terms of the proposed transfer reasonably known or anticipated by the ROFO Offeree (a “ROFO Notice”). Within forty-five (45) calendar days after delivery of a ROFO Notice, the ROFO Offeror shall either: (i) deliver a written offer to the Premises. Commencing upon execution of ROFO Offeree to purchase the Lease and expiring twenty-four Subject Ownership Interest (24a “ROFO Offer”) months prior or (ii) deliver a written notice to the expiration of ROFO Offeree that the TermROFO Offeror will not make a ROFO Offer (a “ROFO Declination”). If the ROFO Offeror fails to deliver either a ROFO Offer or a ROFO Declination within such sixty (60)-day period, Landlord shall notify Tenant of such space becoming available and Tenant shall the ROFO Offeror will be deemed to have delivered a ROFO Declination. Unless a ROFO Offer is accepted pursuant to written notice from the ROFO Offeree to the ROFO Offeror within ten (10) calendar days after following the delivery of a ROFO Offer (the “ROFO Acceptance Period”), such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant ROFO Offer shall be deemed to have elected not been rejected by the ROFO Offeree. In the event that the ROFO Offeree validly rejects a ROFO Offer or the ROFO Offeror delivers or is deemed to exercise have delivered a ROFO Declination, subject to complying with its obligations under the ROFO. The base rentheading “Tag-Along Rights”, the ROFO Offeree shall be free to transfer the applicable Subject Ownership Interest to any Person; provided that in the event the ROFO Offeror has previously delivered a ROFO Offer that was rejected by the ROFO Offeree, the ROFO Offeree shall only be permitted to enter into a definitive agreement to transfer the applicable Subject Ownership Interest (A) during the nine month period following the expiration of the ROFO Acceptance Period, (B) at a price greater than or equal to 105% of the price offered in the ROFO Offer and (C) on terms and conditions for (economic and otherwise) that are not materially less favorable (in the aggregate) to the ROFO space shall be those Offeree than the terms and conditions set forth in Landlord’s the ROFO noticeOffer. If at the end of such nine month period the ROFO Offeree shall not have completed the transfer of the Subject Ownership Interest, providedthen it shall once again be required to comply with this ROFO provision. If a ROFO offer is accepted during the ROFO Acceptance Period the ROFO Offeror shall acquire the Subject Ownership Interest, however. Tenant improvements and the ROFO Offeree shall transfer the Subject Ownership Interest to the ROFO Offeror at the price set forth in the ROFO Offer; provided that neither party shall be adjusted for the term remaining under the Lease. The term for required to provide any space leased by Tenant under the exercise of its ROFO shall be coterminous representations or warranties with the Tenn. This ROFO shall be personal respect to Tenantsuch transfer other than customary fundamental representations and warranties as to ownership, title and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]due authorization.

Right of First Offer. If there is no continuing Event Landlord grants Tenant a right of Default by Tenant and first offer to lease the Tenant is occupying remaining portion of the building in which the Premises are a part, which is currently leased by Wells Fargo Bank ("Upstairs Space"), together with the right in accorxxxxx with this Lease to use the parking spaces and has not otherwise assigned other common areas on the real property on which the parking and other common areas are located ("Additional Premises"). The location and dimension of the Additional Premises are depicted on Exhibit "A." Prior to each lease or sublet voluntary sale by Landlord of all or any portion of the Leased Additional Premises, then Landlord will notify Tenant shall have a Right in writing of First Offer (“ROFO”) its intention, setting forth the terms and conditions under which it proposes to lease ("Notice"). Tenant will have the office suite in 15 day period immediately after the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification Notice has been given to notify Landlord in writing that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, howeverso offered. Tenant improvements shall will be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer entitled to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite Upstairs Space on the same terms and conditions as Landlord proposes to offer to third parties. If Tenant elects to lease the PremisesUpstairs Space, Landlord and Tenant will promptly negotiate in good faith and execute an appropriate amendment to this Lease consistent with alignment of the Suite lease terms with this Paragraph 44, and thereafter any reference in this Lease to the Premises will include the Additional Premises. If Tenant decides not to lease terms. [The rest of this page intentionally left blank. Signatures the Upstairs Space or fails to respond within the 15 day period after the Notice, then without further notice to Tenant, Landlord may offer the Upstairs Space to others for lease during the following 90-day period on the next page]same terms and conditions originally offered Tenant. Any Landlord offer to lease or voluntarily sell after that 90-day period will require an additional notice to Tenant in accordance with this provision.

Right of First Offer. If there is no continuing Event In the event that any holder of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet Securities proposes to Transfer all or any portion of its Securities (the Leased Premises, then Tenant shall have a Right of First Offer (“ROFOOffered Securities”) to lease any unaffiliated third party in one or more bona fide transactions, and such Transfer is approved by the office suite in the building known as Suite 157 Board, then such Member (the a “SuiteROFO Seller”) located adjacent shall deliver to each other holder of Securities not less than 10% of the issued and outstanding Securities (each, a “ROFO Offeree”) written notice thereof, specifying the number of Offered Securities, the price per Offered Unit, and any other material terms and conditions (an “Offer Notice”). • Each ROFO Offeree may elect to purchase, by written notice given to the Premises. Commencing upon execution of ROFO Seller at any time during the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) business days after such notification following the date of the Offer Notice, its pro rata share (based on its respective ownership of the Securities held by all ROFO Offerees as of the date of the Offer Notice) of the Offered Securities at the price and on the terms specified in the Offer Notice. • Any Offered Securities that ROFO Offerees do not elect to notify Landlord that Tenant elects purchase will be re-offered pro rata to lease such spaceeach ROFO Offeree who elected to purchase Offered Securities. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall Any remaining Offered Securities may be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for Transferred by the ROFO space shall be those set forth Seller, at any time during the ninety (90) days following the date of the Offer Notice to any third party on terms (including price) no more favorable to such third party than the terms specified in Landlord’s the Offer Notice. If during such ninety (90) days the ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and Seller is not transferable. Any attempted assignment or transfer by Tenant of able to sell the remaining Offered Securities on such terms, but determines in good faith that such remaining Offered Securities may reasonably be expected to be sold to a third party under terms more favorable to such third party than originally proposed in the Offer Notice, the ROFO shall be null and void. Should Landlord receive an offer Seller may deliver a new Offer Notice to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right ROFO Offerees with respect to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]such remaining Offered Securities (but not any other Securities).

Right of First Offer. If there is no continuing Event (a) Provided that this Lease shall be in full force and effect without default on the part of Default by Tenant, and that the leased premises are for sale, Lessor shall first give to Tenant and notice of Lessor's willingness to sell the leased premises to Tenant is occupying for the Premises and has not otherwise assigned or sublet all or any portion of sales price set forth in such notice (the Leased Premises, then "Price Notice"). Tenant shall have 15 days after Lessor gives the Price Notice to agree to purchase the leased premises for such price or reject the Price Notice. If Tenant does not return a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution copy of the Lease and expiring twentyPrice Notice to Lessor indicating thereon Tenant's unconditional agreement to so purchase within such 15-four (24) months prior to day period, the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant Price Notice shall be deemed rejected. If Tenant rejects or is deemed to have elected not to exercise rejected the ROFO. The base rentPrice Notice, terms and conditions for the ROFO space Lessor shall be those free to sell the leased premises to any other person or entity at the price stated in the Price Notice or at any higher price and on such commercially comparable terms as may have been set forth in Landlord’s ROFO notice, providedthe Price Notice. If, however. Tenant improvements shall be adjusted for , Lessor does not convey the term remaining under leased premises to such other person within 150 days after the Lease. The term for any space leased by Tenant under date Lessor gave the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to TenantPrice Notice, and is not transferable. Any attempted assignment or transfer if the leased premises are for sale, Lessor shall again offer the leased premises to Tenant by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify TenantPrice Notice as provided herein, and Tenant shall have the same right to lease agree to purchase the Suite on leased premises or reject the same terms Price Notice. In the event Tenant agrees to purchase the leased premises as provided herein, Lessor and Tenant shall diligently and in good faith negotiate and execute a formal contract of sale for the Premisesleased premises within ten (10) business days after such agreement is given to Tenant. If Lessor and Tenant do not succeed in so negotiating and executing such formal contract of sale within such ten (10) day period, with alignment or if Lessor shall convey the leased premises within the 150-day period as aforesaid, this right of first offer shall then and thereupon be extinguished. Time is and shall be of the Suite lease terms essence with respect to all of the Premises lease terms. [The rest of time periods set forth in this page intentionally left blank. Signatures on the next page]SUBSECTION 30(A).

Right of First Offer. If there is no continuing Event of Default by Tenant and at any time during the Tenant is occupying the Premises and has not otherwise assigned or sublet all Lease Term or any portion extension thereof any space within 6375 E. Tanque Verde, excluding any vacancy existing as of the Leased Premises, then Tenant shall have a Right of First Offer Effective Date becomes vacant (“ROFOVacant Space”) and Landlord decides to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Termrelease such Vacant Space, Landlord shall notify give Tenant notice (“First Notice”) of the business terms on which Landlord would be willing to lease such space becoming available and Vacant Space. Tenant shall have ten (10) days after such notification following receipt of the First Notice to give Landlord notice of its intention to lease the Vacant Space on the business terms set forth in the First Notice. The parties shall then negotiate in good faith to reach an agreement regarding the remaining terms and conditions of the lease and shall enter into a lease for the Vacant Space. If Tenant fails to notify Landlord that Tenant elects within the ten (10) day period, Landlord shall be free to lease the Vacant Space to a third party without re-offering it to Tenant, provided such spacelease may not be on terms more favorable to the third party than those offered to Tenant in the First Notice. if In the event the Landlord is unable to lease the Vacant Space to a third party on the business terms provided in the First Notice, and Landlord desires to lease the Vacant Space to a third party on terms more favorable to the third party than those offered to Tenant, Landlord shall give Tenant notice (“Subsequent Notice”) of the proposed new business terms on which Landlord desires to lease the Vacant Space to a third party. Tenant shall have five (5) days following receipt of a Subsequent Notice to give Landlord notice of its intention to lease the Vacant Space on the business terms contained in such Subsequent Notice. If Tenant fails to deliver notice to notify Landlord of its election to exercise within the ROFOfive (5) day period, Tenant Landlord shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer free to lease the Suite, Landlord shall notify Vacant Space to a third party without re-offering it to Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page].

Right of First Offer. If there is no continuing Event Landlord hereby grants Tenant a right of Default by Tenant first offer to purchase the Property on the terms and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a conditions set forth in this Section 1 (“Right of First Offer Offer”). If, on or prior to November 30, 2026, Landlord shall desire to market the Property or otherwise solicit an offer to purchase the Property (a “ROFOROFO Sale Offering”) ), then Landlord shall not make any ROFO Sale Offering without first delivering to lease Tenant a written notice of the office suite in the building known as Suite 157 ROFO Sale Offering (the “SuiteROFO Notice”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO). The base rent, ROFO Notice shall include the material terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and voidSale Offering, including the proposed purchase price (the “ROFO Purchase Price”). Should Landlord receive an offer to lease For thirty (30) days following receipt of the SuiteROFO Notice, Landlord shall notify TenantTIME BEING OF THE ESSENCE, and Tenant shall have the right to lease elect, by written notice to the Suite Landlord (a “ROFO Exercise Notice”), to purchase the Property on the same material terms set forth in the ROFO Notice. If Tenant fails to deliver a ROFO Exercise Notice within such thirty (30)-day period, then Landlord may thereafter attempt to sell (and sell) the Property at a purchase price and on other terms and conditions relevant to the economic consideration for the transaction, that, considered as the Premisesa whole, with alignment are not less than 90% of the Suite lease ROFO Purchase Price and other terms and conditions relevant to the economic consideration for the transaction set forth in the ROFO Notice, considered as a whole. The period prior to the ROFO closing date, including any due diligence inspections, and the closing under the Right of First Offer shall be conducted in accordance with the Premises lease terms of the ROFO Sale Offering. Notwithstanding the ROFO Sale Offering terms, Landlord shall convey good and marketable fee simple title to the Property to Tenant by special warranty deed and related documents of conveyance typical of a North Carolina commercial real estate closing, subject only to the permitted exceptions as of Landlord’s acquisition of the Property, ad valorem taxes and assessments for the then current calendar year and subsequent years, matters of zoning, matters that would be revealed by a current survey, utility easements granted in connection with the development of the Property and any amendments to any declarations of covenants conditions and restrictions applicable to the Property that either were entered into without Landlord’s consent or were approved by Tenant before being entered into by Landlord and other exceptions to title that do not materially interfere with the use of the Property as an office building (collectively, “Permitted Exceptions”). [To the extent that any material terms are not addressed in the ROFO Sale Offering, the customary practices of commercial real estate closings in North Carolina shall apply; provided, however, that (a) except for the deed warranties, any conveyance of the Property to Tenant pursuant to this Section 1 will be on an as-is, where-is, with-all-faults basis, without further representation or warranty of any kind, express or implied, and (b) it will be a condition of any such sale that the Lease be terminated effective upon closing. Time is of the essence as to this Section 1. Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of a ROFO Exercise Notice this Section 1 shall automatically become null and void. If an Event of Default occurs under the Lease after issuance of a ROFO Exercise Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 1 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant. The rest rights granted to Tenant under this Section 1 are personal to the originally named Xxxxxx and may not be assigned to any party other than a Permitted Transferee. Notwithstanding the foregoing, the provisions of this page intentionally left blank. Signatures Section 1 shall not apply to any foreclosure sale or conveyance in lieu of foreclosure but shall be reinstated with respect to the succeeding owner(s) of the Property on the next page]terms and conditions set forth above. Third Amendment to Office Lease (Existing Building)

Right of First Offer. If there is no continuing Event Landlord may sell, convey, or transfer its interest in the Property subject to and in accordance with the terms of Default by Tenant and this Lease. In order to transfer its interest in the Tenant is occupying Property, Landlord must first have offered the Premises and has not otherwise assigned or sublet all or any portion sale of the Leased PremisesProperty to Tenant. First, then Landlord must give notice in writing (“Landlord Transfer Notice”) to Tenant stating Landlord’s desire to make a sale and stating the price and other material terms proposed for the transfer (collectively, “Landlord Offer Terms”). Within thirty (30) calendar days after receipt of the Landlord Transfer Notice, Tenant shall have a right of first offer (“Tenant Right of First Offer (“ROFOOffer”) to lease acquire the office suite assets proposed to be transferred, pursuant to the Landlord Offer Terms. To exercise the right of first offer, Tenant must provide written notice to Landlord within said thirty (30) day period and must within forty-five (45) calendar days after giving such notice execute and deliver to Landlord a contract in form and substance reasonably acceptable to Landlord and Tenant, containing the Landlord Offer Terms and such other terms as the parties may agree on, provided that such other terms must be reasonable and customary for a transaction of such type. If Tenant delivers a contract to Landlord and is working in good faith with Landlord to negotiate and finalize the terms of such agreement but the parties have not executed the same within such forty-five (45) day period, such period shall be extended for an additional thirty (30) days, so long as Tenant continues to work in good faith with Landlord to finalize and execute such agreement. If a Landlord Transfer Notice is given and Tenant has not exercised the right of first offer within thirty (30) calendar days after receipt of the Landlord Transfer Notice, or if having timely exercised the right of first offer, Tenant has not executed and delivered a contract reasonably acceptable to Landlord and Tenant within the forty-five (45) day period (as the same may be extended), then without limiting any rights Landlord may have, the right of first offer set forth herein shall automatically expire and Landlord thereafter shall be free to sell the assets pursuant to the Landlord Offer Terms or at any price which is not less than 95% of the price specified in the building known as Suite 157 Landlord Offer Terms. If, within six (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (246) months prior to after (a) the expiration of the Termtime period in which Tenant had the right of first offer, or (b) the expiration of said forty-five (45) day period (as the same may be extended), as applicable, Landlord shall notify Tenant does not enter into a contract with a third party to sell such assets, with closing scheduled to occur within 60 days after the effective date of such space becoming available contract, as applicable, then the provisions of this section shall thereafter apply to any subsequently proposed sale of any of Landlord’s interest in the Property. This right of first offer shall be binding on Landlord and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice all successors in interest to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the this Lease. The term for right of first offer contained in this Section shall apply to any space leased by subsequent transfer occurring while this Lease is in effect. Single Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite Form C-2 - 27 52849361.2 [Signatures begin on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]

Right of First Offer. If there is no continuing Event During the initial Lease Term of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant this Lease Lessee shall have a the Right of First Offer on any space which becomes available on the sixth (“ROFO”6) and seventh (7) floors of the United Olympic Life Building. Lessee may exercise its Right of First Offer in and during any calendar year by giving Lessor written notice of its desire to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent additional space. Upon receipt of such notification Lessor shall provide written notice to the Premises. Commencing upon execution Lessee of the Lease and expiring twenty-four (24) months prior to the expiration anticipated vacancies in that calendar year. Upon receipt of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects Lessor's notice Lessee may initiate an offer to lease such space. if Tenant fails However Lessor shall not be obligated to deliver notice provide such space should such space not be vacated as originally anticipated. The lease terms shall be the then prevailing market rate for comparable office space in the Bellevue Central Business District not to Landlord exceed $19.50 per rentable square foot, coterminus with this Lease and a tenant improvement allowance of $4.00 per usable square foot per year of the remaining Lease Term, pro- rated for any partial year. Should Lessee's tenant improvements on any such expansion space cost less than $4.00 per usable foot then any such savings shall be paid to Lessee in cash upon certification that substantial completion of tenant improvements has occurred. Lessor shall provide Lessee with a schedule of the expiration dates of the leases on the sixth (6th) and seventh (7th) floors and shall use its best effort to keep Lessee informed of any and all anticipated vacancies and pending negotiations for space on the sixth (6) and seventh (7) floors and Lessee shall make its best effort to keep Lessor informed of its election specific expansion needs. Provided Lessor uses reasonable and good faith efforts to exercise compels with Lessee's requirements then the ROFO, Tenant failure to comply with this provision shall be deemed to have elected not to exercise constitute a default per the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Lease.

Right of First Offer. If there is no continuing Event Landlord desires to sell the Leased Property, or if Landlord shall otherwise receive an offer from a party other than Tenant for any such sale or transfer which Landlord intends to accept, then Landlord shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice (the “ROFO Notice”) to Tenant of Default by Tenant its intention to effect such a transaction, which ROFO Notice shall specify the cash purchase price for the Leased Property (the “ROFO Purchase Price”), the terms of payment and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then closing date. Tenant shall have a Right fifteen (15) days from the receipt of First Offer (“ROFO”) the ROFO Notice to lease the office suite notify Landlord in the building known as Suite 157 writing (the “SuiteROFO Acceptance Notice”) located adjacent of its intent to purchase the PremisesLeased Property on the terms and conditions set forth in the ROFO Notice, except that any sale to Tenant to shall in all events be “AS IS”, “WHERE IS”, without representation or warranty by Landlord. Commencing upon execution of In the Lease and expiring twenty-four event that, at any time within three hundred sixty five (24365) months prior days after the date that Tenant shall have failed to the expiration of the Termprovide Landlord with a ROFO Acceptance Notice, Landlord shall notify elect to sell the Leased Property for a purchase price that is less than ninety percent (90%) of the ROFO Purchase Price, Landlord shall provide to Tenant of a ROFO Notice specifying such space becoming available reduced ROFO Purchase Price and Tenant shall have ten fifteen (1015) days from the receipt of the ROFO Notice in which to deliver a ROFO Acceptance Notice with respect thereto. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) days from Landlord’s receipt of any ROFO Acceptance Notice pursuant to this Article 20 for any reason other than bad faith on the part of Landlord. If Tenant shall fails to provide Landlord with a ROFO Acceptance Notice within fifteen (15) days of receipt of any ROFO Notice pursuant to this Article 20, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) days after receipt of any ROFO Acceptance Notice, then Landlord shall have three hundred sixty-five (365) days from the date thereof to sell the Leased Property to any third party for a purchase price not less than the ROFO Purchase Price specified in the applicable ROFO Notice. If at the expiration of any such notification to notify three hundred sixty-five (365) day period Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise shall not have sold the ROFOLeased Property, Tenant shall be deemed again have the rights under this Article 20. Notwithstanding anything to have elected not to exercise the ROFO. The base rentcontrary contained in this Agreement, terms and conditions for the ROFO space Tenant’s rights under this Article 20 shall be those set forth limited to a sale of one or more of the Properties and shall not include (i) a sale of the Properties as part of a sale of other properties, (ii) a sale of the Properties as part of a series of related sales of other properties, (iii) any transfer in connection with any financing (or a foreclosure sale or deed in lieu thereof), (iv) a transfer to any Affiliated Person of Landlord, (v) a transfer to any Person to whom Landlord sells all or substantially all of its assets or (vi) any sale of an interest in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page].

Right of First Offer. If there is no continuing Event Landlord hereby grants Tenant a right of Default by Tenant first offer to purchase the Property on the terms and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a conditions set forth in this Section 1 (“Right of First Offer Offer”). If, on or prior to November 30, 2026, Landlord shall desire to market the Property or otherwise solicit an offer to purchase the Property (a “ROFOROFO Sale Offering”) ), then Landlord shall not make any ROFO Sale Offering without first delivering to lease Tenant a written notice of the office suite in the building known as Suite 157 ROFO Sale Offering (the “SuiteROFO Notice”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO). The base rent, ROFO Notice shall include the material terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and voidSale Offering, including the proposed purchase price (the “ROFO Purchase Price”). Should Landlord receive an offer to lease For thirty (30) days following receipt of the SuiteROFO Notice, Landlord shall notify TenantTIME BEING OF THE ESSENCE, and Tenant shall have the right to lease elect, by written notice to the Suite Landlord (a “ROFO Exercise Notice”), to purchase the Property on the same material terms set forth in the ROFO Notice. If Tenant fails to deliver a ROFO Exercise Notice within such thirty (30)-day period, then Landlord may thereafter attempt to sell (and sell) the Property at a purchase price and on other terms and conditions relevant to the economic consideration for the transaction, that, considered as the Premisesa whole, with alignment are not less than 90% of the Suite lease ROFO Purchase Price and other terms and conditions relevant to the economic consideration for the transaction set forth in the ROFO Notice, considered as a whole. The period prior to the ROFO closing date, including any due diligence inspections, and the closing under the Right of First Offer shall be conducted in accordance with the Premises lease terms of the ROFO Sale Offering. Notwithstanding the ROFO Sale Offering terms, Landlord shall convey good and marketable fee simple title to the Property to Tenant by special warranty deed and related documents of conveyance typical of a North Carolina commercial real estate closing, subject only to the permitted exceptions as of Landlord’s acquisition of the Property, ad valorem taxes and assessments for the then current calendar year and subsequent years, matters of zoning, matters that would be revealed by a current survey, utility easements granted in connection with the development of the Property and any amendments to any declarations of covenants conditions and restrictions applicable to the Property that either were entered into without Landlord’s consent or were approved by Tenant before being entered into by Landlord and other exceptions to title that do not materially interfere with the use of the Property as an office building (collectively, “Permitted Exceptions”). [To the extent that any material terms are not addressed in the ROFO Sale Offering, the customary practices of commercial real estate closings in North Carolina shall apply; provided, however, that (a) except for the deed warranties, any conveyance of the Property to Tenant pursuant to this Section 1 will be on an as-is, where-is, with-all-faults basis, without further representation or warranty of any kind, express or implied, and (b) it will be a condition of any such sale that the Lease be terminated effective upon closing. Time is of the essence as to this Section 1. Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of a ROFO Exercise Notice this Section 1 shall automatically become null and void. If an Event of Default occurs under the Lease after issuance of a ROFO Exercise Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 1 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant. The rest rights granted to Tenant under this Section 1 are personal to the originally named Xxxxxx and may not be assigned to any party other than a Permitted Transferee. Notwithstanding the foregoing, the provisions of this page intentionally left blank. Signatures Section 1 shall not apply to any foreclosure sale or conveyance in lieu of foreclosure but shall be reinstated with respect to the succeeding owner(s) of the Property on the next page]terms and conditions set forth above. First Amendment to Office Lease (New Building)

Right of First Offer. If there is no continuing Event Landlord hereby grants Tenant a right of Default by Tenant first offer to purchase the Property on the terms and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a conditions set forth in this Section 1 (“Right of First Offer Offer”). If, prior to the last day of the forty-eighth (“ROFO”48th) to lease full calendar month after the office suite in Effective Date (or, if the New Building Lease is executed, the forty-eighth (48th) full calendar month after the issuance of a certificate of occupancy for the building known as Suite 157 to be constructed pursuant to the New Building Lease), Landlord shall desire to market the Property or otherwise solicit an offer to purchase the Property (a “ROFO Sale Offering”), then Landlord shall not make any ROFO Sale Offering without first delivering to Tenant a written notice of the ROFO Sale Offering (the “SuiteROFO Notice”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO). The base rent, ROFO Notice shall include the material terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and voidSale Offering, including the proposed purchase price (the “ROFO Purchase Price”). Should Landlord receive an offer to lease For thirty (30) days following receipt of the SuiteROFO Notice, Landlord shall notify TenantTIME BEING OF THE ESSENCE, and Tenant shall have the right to lease elect, by written notice to the Suite Landlord (a “ROFO Exercise Notice”), to purchase the Property on the same material terms set forth in the ROFO Notice. If Tenant fails to deliver a ROFO Exercise Notice within such thirty (30)-day period, then Landlord may thereafter attempt to sell (and sell) the Property at a purchase price and on other terms and conditions relevant to the economic consideration for the transaction, that, considered as the Premisesa whole, with alignment are not less than 90% of the Suite lease ROFO Purchase Price and other terms and conditions relevant to the economic consideration for the transaction set forth in the ROFO Notice, considered as a whole. The period prior to the ROFO closing date, including any due diligence inspections, and the closing under the Right of First Offer shall be conducted in accordance with the Premises lease terms of the ROFO Sale Offering. Notwithstanding the ROFO Sale Offering terms, Landlord shall convey good and marketable fee simple title to the Property to Tenant by special warranty deed and related documents of conveyance typical of a North Carolina commercial real estate closing, subject only to the permitted exceptions as of Landlord’s acquisition of the Property, ad valorem taxes and assessments for the then current calendar year and subsequent years, matters of zoning, matters that would be revealed by a current survey, utility easements granted in connection with the development of the Property and any amendments to any declarations of covenants conditions and restrictions applicable to the Property that either were entered into without Landlord’s consent or were approved by Tenant before being entered into by Landlord and other exceptions to title that do not materially interfere with the use of the Property as an office building (collectively, “Permitted Exceptions”). [To the extent that any material terms are not addressed in the ROFO Sale Offering, the customary practices of commercial real estate closings in North Carolina shall apply; provided, however, that (a) except for the deed warranties, any conveyance of the Property to Tenant pursuant to this Section 1 will be on an as-is, where-is, with-all-faults basis, without further representation or warranty of any kind, express or implied, and (b) it will be a condition of any such sale that the Lease be terminated effective upon closing. Time is of the essence as to this Section 1. Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of a ROFO Exercise Notice this Section 1 shall automatically become null and void. If an Event of Default occurs under the Lease after issuance of a ROFO Exercise Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 1 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant. The rest rights granted to Tenant under this Section 1 are personal to the originally-named Tenant and may not be assigned to any party other than a Permitted Transferee Notwithstanding the foregoing, the provisions of this page intentionally left blank. Signatures Section 1 shall not apply to any foreclosure sale or conveyance in lieu of foreclosure, but shall be reinstated with respect to the succeeding owner(s) of the Property on the next page]terms and conditions set forth above.

Right of First Offer. If there is no continuing Event of Default by Provided that Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet been in material default under the terms and conditions of this Lease, Tenant shall have, during the first five (5) years of the initial Term, a right of first offer to lease additional space in the Development (the “ROFO Space”). Tenant’s right of first offer shall be subject and subordinate to all leases, options and rights of other third parties in existence as of the date of mutual execution hereof. If at any time during the first five (5) years of the Initial Term of this Lease, Landlord shall receive a bona fide offer from any third party to lease all or any portion part of the Leased PremisesROFO Space, which offer Landlord shall desire to accept, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall promptly notify Tenant of the existence of such space becoming available offer by e-mail and by mail and shall provide Tenant shall have with a summary of all relevant economic terms of the third party offer. Tenant may, within ten (10) business days after such notification thereafter, elect by written notice to notify Landlord that Tenant elects to lease such spacethe ROFO Space on the same terms and conditions as those as provided in the bona fide offer. if If Tenant fails to deliver notice respond within such 10-business day period, Landlord shall use reasonable efforts to Landlord contact, orally or in writing, Tenant to confirm such non-election. Failure of its election Tenant to exercise the ROFO, Tenant foregoing right within the prescribed time period above shall be deemed constitute a waiver of Tenant’s right as to have elected not that offer with respect to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth Space mentioned in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, notice and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on ROFO Space in Landlord’s sole discretion. In the same terms as event the Premises, with alignment bonafide third party offer does not materialize into a lease or upon termination of the Suite lease terms with third party tenant’s lease, the Premises lease termsROFO will be reinstated. [The rest If Tenant duly elects to exercise its right of first offer as aforesaid, Landlord shall prepare, and Tenant shall promptly execute, an amendment to this Lease to memorialize such election, provided, however, that failure of Tenant to execute such amendment shall not affect the binding nature of Tenant’s election to exercise the right of first offer as aforesaid. All rights of Tenant under the provisions of this page intentionally left blankright of first offer shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the right of first offer, if after such exercise, but prior to the occupancy of the ROFO Space, Tenant is in material default hereunder. Signatures on the next page]The right described in this paragraph is personal to originally-named Tenant or to an assignee or transferee permitted outright pursuant to this Lease without Landlord’s consent and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant, and is not assignable separate and apart from this Lease.

Right of First Offer. If there Tenant does not exercise its right to lease the Expansion Space pursuant to Section 30 above, Landlord may thereafter lease such space or portion or portions thereof. If such space subsequently becomes available for leasing during the Term of this Lease after the expiration or earlier termination of such lease of the Expansion Space, Landlord hereby grants to Tenant the right to lease, on the terms and conditions hereinafter set forth, the Expansion Space; provided, however, that this Lease is no continuing Event of Default by then in full force and effect, that Tenant is not in default under this Lease and the that Tenant is occupying all of the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then having been leased to Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the PremisesBuilding. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the If after expiration of such existing lease during the TermTerm hereof, Landlord elects to market the Expansion Space, or applicable portion thereof, to third parties, Landlord shall notify give Tenant written notice that the Expansion Space is available for leasing, which notice shall include Landlord's determination of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord the then Market Rate of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions Base Rent for the ROFO space shall be those set forth in Expansion Space, as determined by Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and which determination is not transferablesubject to arbitration under Section 28.C. above, the commencement date and expiration date and all other relevant economic terms. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on Expansion Space under the same terms as the Premisesand conditions set forth in Landlord's notice, with alignment including Landlord's determination of the Suite Market Rate of Base Rent, by written notice given to Landlord within ten (10) days after Tenant's receipt of Landlord's notice, time being of the essence. Tenant may only lease the entire, but not less than the entire, Expansion Space. If Tenant timely elects to exercise its right hereunder to lease the Expansion Space, then within ten (10) days after such election, Landlord and Tenant shall enter into a lease of such Expansion Space upon the terms with and conditions set forth in Landlord's notice on Landlord's then standard form lease for the Premises Building. If Tenant does not timely exercise its right to lease terms. [The rest the Expansion Space hereunder, then this right of this page intentionally left blank. Signatures first offer shall terminate and be of no force and effect and Landlord may lease and thereafter release such space on the next page]such terms and conditions as Landlord may desire.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned Landlord determines to offer for sale or sublet ground lease, all or any portion of the Leased PremisesPremises solely for the construction of a parking garage or facility and for no other purpose, then Landlord may not exercise its right of termination set forth in Subsection 2.2 without first complying with the provisions of this Section 30. Landlord shall give Tenant notice that it proposes to offer to another, all or a portion of the Premises for the sole use as a free standing parking garage and shall designate that portion of the Premises subject to the proposed construction. Tenant shall have a Right thirty (30) days following the delivery of First Offer (“ROFO”) such notice to advise the Landlord of the terms and conditions on which it would be willing to purchase or ground lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution portion of the Premises designated in Landlord’s notice. If Tenant fails to respond to Landlord within said thirty (30) day period, then Landlord may sell or ground lease without restriction that portion of Premises specified in Landlord’s notice to a non-affiliated third party and may withdraw such portion from this Lease effective as provided in Subsection 2.2. If Tenant makes a proposal to Landlord within said thirty (30) day period, Landlord may either accept the proposal or negotiate with Tenant. If Landlord and expiring twentyTenant do not enter into a definitive agreement within forty-four five (2445) months days following Tenant’s response, then Landlord shall be free to enter in a sale transaction or a ground lease with a non-affiliated third party provided that the terms and conditions of such sale or ground lease are no more advantageous to Landlord than Tenant’s last proposal (specifically, Tenant’s last sale proposal if Landlord intends to sell, or Tenant’s last ground lease proposal if Landlord intends to ground lease) prior to the expiration of the Term, such forty-five (45) day period. If as part of its proposal Tenant does not offer both a ground lease and sale option and Landlord shall notify Tenant of such space becoming available and Tenant shall have ten does not enter into a definitive agreement within said forty-five (1045) days after such notification day period, then Landlord will be free to notify Landlord that sell or ground lease to a non-affiliated third party, as the case may be (i.e., whichever of the two [sale or ground lease] Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord did not include in its proposal), the portion of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth Premises specified in Landlord’s ROFO noticenotice without limitation if Tenant failed to include such alternative in its proposal to Landlord. To be clear, provided, however. in such event Landlord would still be subject to the “no more advantageous” provision set forth above as to the type of transaction (sale or ground lease) that Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]did propose.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right continuing right of First Offer first offer to lease any office space (the “ROFOROFR Space”) on the eigth floor - West Tower, not subject to the H&P Lease, as hereby amended. Landlord shall give written notice (the “Landlord’s ROFR Notice”) to lease the office suite in the building known as Suite 157 Tenant no later than ninety (the “Suite”90) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months days prior to the lease expiration of the Term, Landlord shall notify Tenant date for any such ROFR Space. Upon receipt of such space becoming available and notice, Tenant shall have ten (10) business days to give to Landlord written notice (the “Tenant’s ROFR Notice”) that Tenant desires to lease the ROFR Space. If Tenant so notifies Landlord, then Tenant and Landlord shall enter into good-faith negotiations and shall attempt to agree upon lease terms for such ROFR Space. If Tenant and Landlord fail to agree upon lease terms for such ROFR Space within 7 business days after such notification to notify Landlord that Tenant elects receives the Tenant’s ROFR Notice, Landlord shall be entitled to lease the ROFR Space to any other person or entity, on such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth as Landlord, in Landlord’s ROFO noticesole discretion, providedshall determine. If Landlord has not leased the space subject to Landlord’s ROFR Notice within 180 days after the date of Landlord’s ROFR Notice, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal then Landlord must provide a new Landlord ROFR Notice to Tenant. Notwithstanding the foregoing in this Section 2(h), and is not transferable. Any attempted assignment or transfer by Tenant Landlord must during the entire term of the ROFO shall be null and void. Should H&P Lease, as amended, provide a Landlord receive an offer ROFR Notice to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right each time ROFR Space becomes available to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]lease.

Right of First Offer. If there is no continuing Event If, during the Exclusivity Period, either Brookfield or Appaloosa (the “ROFO Seller”) wishes to transfer, sell, dispose of, pledge or assign (whether directly, indirectly, voluntarily, involuntarily, by operation of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned law or sublet all or otherwise) any portion of the Leased Premises, then Tenant shall have a Right of First Offer its TERP Shares (“ROFOTERP Sale Shares”) it must first give a written notice (a “TERP Sale Notice”) to lease the office suite in the building known as Suite 157 other party (the “SuiteROFO Purchaser”) located adjacent offering the ROFO Purchaser the right to acquire in whole or in part such TERP Sale Shares for a cash purchase price equal to the Premises. Commencing upon execution of volume-weighted average price for TERP’s Class A shares over the Lease 5 consecutive NASDAQ global select market trading days immediately preceding and expiring twenty-four (24) months ending on the most recent trading day ended prior to the expiration of the Term, Landlord shall notify Tenant date of such space becoming available and Tenant shall have ten TERP Sale Notice (10) days after such notification the “ROFO Price”). If the ROFO Purchaser wishes to notify Landlord that Tenant elects exercise this right of first offer with respect to lease such space. if Tenant fails TERP Sale Shares, it must elect to deliver do so by written notice to Landlord the ROFO Seller by close of its business on the 1st trading day after the date on which the ROFO Purchaser receives a TERP Sale Notice with respect to such TERP Sale Shares (an “Election Notice”). Failure to make such election to exercise the ROFO, Tenant shall will be deemed to have elected be an election to not to exercise purchase the ROFOTERP Sale Shares specified in a TERP Sale Notice. The base rent, terms and conditions for If the ROFO space shall be those set forth in Landlord’s Purchaser elects to purchase TERP Sale Shares, the ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to TenantSeller must sell, and is not transferable. Any attempted assignment or transfer the ROFO Purchaser must purchase, the TERP Sale Shares by Tenant payment of the ROFO shall be null and voidPrice by the close of business on the 3rd trading day after the date on which the ROFO Seller receives the relevant Election Notice. Should Landlord receive If the ROFO Purchaser does not elect to purchase the TERP Sale Shares specified in a TERP Sale Notice, the ROFO Seller may sell such TERP Sale Shares in one or more open market transactions during the 14-day period commencing on the latest date on which the ROFO Purchaser could have delivered an offer Election Notice with respect to lease the Suitesuch TERP Sale Shares. If such TERP Sale Shares are not sold within such period, Landlord shall notify Tenant, and Tenant shall have the right of first offer process described above shall apply to lease the Suite on the same terms as the Premises, with alignment any transfer of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]such TERP Sale Shares.

Right of First Offer. If there is no continuing (a) At any time after the Rights Trigger Date, if either Inland or LMLP (except if the Rights Trigger Date occurs because of an Event of Default by Tenant and an LMLP Partner) wishes to sell their Percentage Interest or cause the Tenant is occupying Partnership to sell any Qualified Asset (for the Premises and has not otherwise assigned or sublet all or any portion purposes of this section, such selling Partner, the Leased Premises“ROFO Offering Partner”), then Tenant the ROFO Offering Partner shall have deliver a Right of First Offer written notice (a “ROFOROFO Notice”) to lease the office suite in the building known as Suite 157 Other Partner (the “SuiteROFO Responding Partner)”) located adjacent specifying to the Premises. Commencing upon execution of ROFO Responding Partner in writing the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for (the “ROFO Terms”) and the price (the “ROFOOffer Price”) at which the ROFO space shall Offering Partner would be those set forth in Landlord’s willing to sell their entire Percentage Interest or the ROFO noticeOffering Partner would be willing to permit the Partnership to sell any of the Qualifying Assets, providedas the case may be, however. Tenant improvements shall be adjusted for to the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferableResponding Partner. Any attempted assignment ROFO Notice shall reference the invocation of this Section 11.1 and shall constitute an irrevocable offer from the ROFO Offering Partner to the ROFO Responding Partner to sell its entire Percentage Interest or transfer permit the sale by Tenant the Partnership of the stated Qualifying Assets, as the case may be, at the ROFO Offer Price. If the ROFO Responding Partner does not elect to buy the ROFO Offering Partner’s entire Percentage Interest or the stated Qualifying Assets, as the case may be, within forty-five (45) days following receipt of the ROFO Notice by delivering an election notice to the ROFO Offering Partner (the “ROFO Response Notice”), subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be null and void. Should Landlord receive an offer permitted to lease sell their entire Percentage Interest or the Suitestated Qualifying Assets on behalf of the Partnership, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premisescase may be, with alignment to a bona fide third party pursuant to an arm’s length transaction on terms not more favorable to such bona fide third party than the ROFO Terms and for an amount equal to or greater than the ROFO Offer Price (the “Required Third Party Price and Terms”). In the event the ROFO Responding Partner fails to timely deliver a ROFO Response Notice, subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be permitted to sell its entire Percentage Interest or any of the Suite lease terms with Qualifying Assets on behalf of the Premises lease terms. [The rest of this page intentionally left blank. Signatures on Partnership, as the next page]case may be, for the Required Third Party Price and Terms.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Provided Tenant is occupying not in default hereunder beyond any applicable cure periods at the Premises and has not otherwise assigned or sublet all or any portion time of Tenant's exercise of the Leased PremisesExpansion Option (as hereinafter defined) or at the commencement of the Option term, and subject to Landlord's right to first offer and lease any such space to any tenant who is then occupying or leasing such space at the time the space becomes available for leasing and all other options existing as of the date hereof held by tenants of the Building, Tenant shall have a Right the right of First Offer first offer (the “ROFOExpansion Option”) with respect to any space on the third (3rd) floor of the Building and which is vacant or becomes vacant and which is contiguous to the Premises (the "Option Space"). Prior to leasing any of the Option Space, Landlord shall give Tenant written notice of its intent to lease the office suite Option Space. Tenant may exercise such right only as to all of the Option Space described in the building known as Suite 157 (the “Suite”) located adjacent Landlord's notice, and not to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant merely a part of such space becoming available and Option Space. Tenant shall have ten (10) business days after such notification in which to notify provide Landlord that Tenant elects to lease such space. if Tenant fails to deliver with written notice to Landlord of its election to exercise the ROFO, Tenant such right. Such notice shall be deemed to have elected not to exercise given in accordance with Section 8.04 of the ROFOLease, as hereby amended. The base rent, terms and conditions Base Rent payable for the ROFO space Option Space shall be those set forth in Landlord’s ROFO noticeninety-five percent (95%) of the Fair Market Rental of the Option Space as of the commencement date of the Lease with respect to the Option Space, provided, however. Tenant improvements shall be adjusted for and the term remaining under Term of the Lease. The term for any space leased by Tenant under Lease with respect to the exercise of its ROFO Option Space shall be coterminous with the Tenn. This ROFO Term of the Lease as to the Premises, it being understood that the "Fair Market Rental" shall take into account the length of the Option term. If the parties are unable to agree on "Fair Market Rental", the provisions of Paragraph 14(b) of this Third Amendment shall apply. If Tenant does not give Landlord written notice of its election to lease such Option Space within the ten (10) business day period, Landlord shall thereafter be personal free to lease such Option Space to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of first offer, and is Tenant elects not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suitespace, the space so offered shall no longer be subject to this right of first offer, and thereafter Landlord shall notify not be obligated to offer said space to Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment . Upon determination of the Suite lease terms with applicable to the Premises lease terms. [The rest of Option Space, the parties shall promptly execute an amendment to this page intentionally left blank. Signatures on Lease stating the next page]terms so determined.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then 1. Tenant shall have a continuous right of first offer to lease (the “Right of First Offer”) any separately-demised contiguous space on the second (2nd) floor of the Building (the “ROFO Space”). For ROFO Space that is not currently leased to a third party (“Vacant ROFO Space”), promptly following written request (“Tenant Request”) by Tenant (which may not be given more than twice in any twelve (12) consecutive month period), Landlord will give Tenant written notice of the availability of any Vacant ROFO Space (“Landlord’s Availability Notice”). The term “ROFO Space,” as used in the portion of this Section that follows this sentence, shall mean and refer to either the ROFO Space or the Vacant ROFO Space, as applicable. Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that the existing tenant in such ROFO Space will not extend or renew the term of its lease for such ROFO Space (but prior to leasing such ROFO Space to a party other than the existing tenant), or within five (5) business days following delivery of Landlord’s Availability Notice for Vacant ROFO Space, as applicable, Landlord shall deliver written notice to Tenant (the “ROFOROFO Notice”) of the terms under which Landlord is prepared to lease the office suite in ROFO Space to Tenant for the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such ROFO Space as reasonably determined by Landlord shall notify and taking into account the then remaining length of the Term. Tenant may lease such ROFO Space in its entirety only, under such terms, by delivering written notice of such space becoming available and exercise to Landlord (the “Notice of Exercise”) within five (5) business days after the date of the ROFO Notice, except that Tenant shall have ten (10) days after no such notification to notify Right of First Offer and Landlord that need not provide Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFOwith a ROFO Notice, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]if:

Right of First Offer. Horsham Valley, Inc. ("Horsham Valley"), the -------------------- owner of an adjoining parcel containing approximately 6.763 acres less approximately three acres required by Landlord to construct an office building for the tenant presently occupying Premises "B" (the "Parcel"), has agreed to grant Tenant a right of first offer upon the sale or lease of the Parcel. In the event Horsham Valley desires to sell the Parcel, Horsham Valley shall so notify Tenant of its intent to sell the Parcel. If there Tenant notifies Horsham Valley within five (5) days after receipt of such notice of Tenant's desire to purchase the Parcel, Horsham Valley and Tenant shall thereafter negotiate in good faith the terms and conditions upon which Horsham Valley is no continuing Event of Default by willing to sell the Parcel to Tenant and the Tenant is occupying willing to purchase the Premises and has not otherwise assigned Parcel from Horsham Valley. In the event the parties are unable to enter into a mutually- satisfactory Agreement of Sale within sixty (60) days after Tenant's notice to Horsham Valley or sublet all or any portion in the event Tenant fails to notify Horsham Valley of its interest in purchasing the Leased Premisesparcel within five (5) days after receipt of Horsham Valley's notice of its intent to sell, then Horsham Valley shall be free to sell Parcel to any other purchaser. In addition, in the event Horhsam Valley desires to construct an office building for lease to third parties on the Parcel, Horsham Valley shall so notify Tenant. Tenant shall have five (5) days after receipt of such notice to advise Horsham Valley of its desire to enter into a Right lease for a build-to-suit office building to be constructed by Horsham Valley on the Parcel. Horsham Valley and Tenant shall thereafter negotiate in good faith the lease of First Offer the building to be constructed by Horsham Valley on the Parcel. In the event the parties are unable to enter into a mutually-satisfactory lease within sixty (“ROFO”60) days after Tenant's notice to Horsham Valley or in the event Tenant fails to notify Horsham Valley of its interest in leasing the building within five (5) days after receipt of Horsham Valley's notice of its intent to build an office building, then Horsham Valley shall be free to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment other tenant or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]tenants.

Right of First Offer. If there is no continuing Event of Default by Tenant and Landlord wishes to sell the Tenant is occupying the Leased Premises and but has not otherwise assigned or sublet all or any portion of received an offer for the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) Premises which it wishes to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Termaccept, Landlord shall notify Tenant of such space becoming available and Tenant shall have its desire to sell. Within ten (10) days after such notification to notify notice, Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, and Tenant shall be deemed each appoint a qualified MAI appraiser, and such appraisers shall determine the value of the Leased Premises, giving effect to have elected this Lease (and including Landlord's reversionary interest in the Improvements), within thirty (30) days after being so appointed. If the values determined by such appraisers do not to exercise differ by more than five percent (5%) of the ROFOlower appraisal, then the "APPRAISED VALUE," as used herein, shall mean the arithmetic average of such two (2) appraisals. The base rentIf the two (2) appraisals differ by more than five percent of the lower appraisal, terms and conditions for then the ROFO space two appointed appraisers shall agree upon a third qualified MAI appraiser who shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant given a copy of the ROFO two (2) previous appraisals and who shall then determine the Appraised Value, provided that such final Appraised Value shall not be null greater than the higher of the two previous appraisals nor less than the lower of the two previous appraisals. Landlord and voidTenant shall each bear the cost of their own appraiser and shall share equally the cost of the third appraiser. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease purchase the Suite on Leased Premises at the same terms as Appraised Value provided that it exercises such right by written notice to Landlord within ten (10) days after the Appraised Value has been determined pursuant to the preceding paragraph. If Tenant so elects to purchase the Leased Premises, with alignment the Appraised Value shall be paid by cash or cash equivalent and the closing shall occur within thirty (30) days after Tenant's notice of its election to purchase the Suite lease terms with Leased Premises. If Tenant does not so elect to purchase the Leased Premises, Tenant's right to purchase the Leased Premises lease termsshall expire and have no further force or effect except as provided in the following Section 18.3.2. [The rest of this page intentionally left blank. Signatures on the next page]However, Tenant's option described in Article 32 shall remain in full force and effect.

Right of First Offer. (a) If there is no continuing Event any of Default by Tenant and Helion or Sierra shall desire at any time within three (3) years from the Tenant is occupying Effective Date to effect the Premises and has not otherwise assigned or sublet all or Transfer of any portion of its Equity Shares and/or its Preferred Shares (the “ROFO Offered Shares”), then such selling Shareholder (“ROFO Selling Shareholder”) shall forthwith express its intention in writing to Transfer any of the Leased Premises, then Tenant ROFO Offered Shares to each other Shareholder excluding SAIF (each such Shareholder an “Eligible Shareholder”). SAIF shall have a not be entitled to this Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFOOffer. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant Eligible Shareholder shall have the right to lease quote a price for the Suite purchase of the ROFO Offered Shares to the ROFO Selling Shareholder within fourteen (14) days from date of receipt of the written intention of Transfer of the ROFO Offered Shares by the ROFO Selling Shareholder. Upon receipt by the ROFO Selling Shareholder of the written communication by the Eligible Shareholders containing the price offered by the Eligible Shareholders for purchase of the ROFO Offered Shares, the ROFO Selling Shareholder shall be entitled to find a third party purchaser, if any, within twenty-one (21) days from the date of receipt such written communication from the Eligible Shareholders, who are willing to purchase the ROFO Offered Shares at a price more than 5% of the price offered by the Eligible Shareholders for the purchase of the ROFO Offered Shares. If the ROFO Selling Shareholder fails to or is unable to find a third party purchaser within the time period specified above to purchase the ROFO Offered Shares at a price more than 5% of the price quoted by the Eligible Shareholders, and the ROFO Selling Shareholder proposes to sell its ROFO Offered Shares to the Eligible Shareholders, the ROFO Selling Shareholder will indicate in writing to the Eligible Shareholders of such fact (“ROFO Offered Shares Availability Notice”) and the Eligible Shareholders shall purchase the ROFO Offered Shares from the ROFO Selling Shareholder should the ROFO Selling Shareholder decide to sell the ROFO Offered Shares. In the event the Eligible Shareholders do not consummate the purchase of ROFO Offered Shares within 30 days from the receipt of the ROFO Offered Shares Availability Notice (“Defaulting Holder”), the ROFO Selling Shareholder shall be free to sell the ROFO Offered Shares to the third party purchaser at any price it deems fit, in its sole discretion. It is hereby agreed that the price quoted by the Eligible Shareholder for the first three times to the ROFO Selling Shareholder for the purchase of the ROFO Offered Shares under this Section 6.2A(a) shall not be binding on the same terms as Eligible Shareholder, and the PremisesEligible Shareholder shall have the right to reject, with alignment negotiate or re-negotiate the price so quoted for the first three times by the Eligible Shareholder. Provided however that, it is agreed that the price quoted by the Eligible Shareholder for the fourth time to the ROFO Selling Shareholder for the purchase of the Suite lease terms with the Premises lease terms. [The rest of ROFO Offered Shares under this page intentionally left blank. Signatures Section 6.2A(a) shall be binding on the next page]Eligible Shareholder, and should the ROFO Selling Shareholder decide to sell the ROFO Offered Shares to the Eligible Shareholder, the sale of the ROFO Offered Shares to the Eligible Shareholder shall be at the price quoted by the Eligible Shareholder for the fourth time to the ROFO Selling Shareholder.

Right of First Offer. If there is no continuing Event Subject only to the existing rights of Default those parties listed on Exhibit G attached hereto and incorporated by Tenant reference (which rights must be exercised strictly in accordance with their terms), commencing on the Date of Lease first above written and thereafter throughout the Tenant is occupying the Premises and has not otherwise assigned or sublet Term (including all or any portion of the Leased Premisesextensions), then Tenant shall have a an ongoing Right of First Offer (“ROFO”) to lease the office suite on all space that becomes available in the building known as Suite 157 Building (the “SuiteROFO Space”) located adjacent greater than 15,000 rentable square feet. The Base Annual Rent payable with respect to any ROFO Space which Tenant elects to lease shall be equal to the Premises. Commencing upon execution FMRV of the Lease and expiring twenty-four ROFO Space prevailing as of six (246) months prior to the expiration of the Term, Landlord shall notify Tenant commencement of such space becoming available and Tenant shall have ten term (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant which period shall be deemed to have elected not to exercise the ROFO“Subject Period” in the event of Baseball Arbitration). Any disputes shall be settled by Baseball Arbitration. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The lease term for any space leased by Tenant under the exercise of its all ROFO shall Space will be coterminous with the Tenn. This Term. Landlord shall provide Tenant with no more than twelve (12) months’ prior written notice and no less than six (6) months’ written notice of the anticipated delivery of any ROFO Space (“ROFO Notice”). Tenant shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant have thirty (30) days from the date of the ROFO shall be null Notice to exercise its right to add the ROFO Space to the Premises. If Tenant does not exercise its Right of First Offer with respect to a particular ROFO Space and void. Should Landlord receive an offer to does not lease the Suiteapplicable ROFO Space to a third party (“Third Party”) within nine (9) months of Tenant’s refusal or failure to exercise its Right of First Offer with respect to such ROFO Space, then Landlord shall once again offer such ROFO Space to Tenant on the terms outlined herein. In addition to the foregoing, Landlord shall notify will provide monthly updates on all negotiations occurring on an available space greater than 15,000 rentable square feet to Tenant and Tenant’s brokers. These updates will be on space in the same bank of elevators and in the Building. In the event a space reaches a counterproposal, the terms and conditions of the proposal will be shared with Tenant, at which time Tenant can determine if it will lease the space at terms similar to those being negotiated. Tenant shall respond within five (5) business days with a letter of intent. In regards to the remaining space on the 6th floor of the Building, Landlord will contact Tenant and provide Tenant with notice of the terms on which Landlord is prepared to accept such counterproposal before Landlord responds to any new counterproposal from a possible tenant presented to Landlord. Tenant shall have the right to lease the Suite space by written notice to Landlord within five (5) business days after Tenant receives Landlord’s notice on the same terms and conditions as set forth in the PremisesLandlord’s notice. If this occurs within the first twelve (12) months of the Term, and notwithstanding anything contained in Landlord’s notice to the contrary, Tenant shall receive the same economic terms as this Lease, prorated for the remainder of the Term. Parking: Throughout the Term, Landlord shall supply and Tenant shall pay for up to twenty (20) parking spaces in the underground parking garage for the Building. Tenant shall pay monthly rates for such parking at the then market rate, with alignment a discount of ten percent (10%). Landlord represents and warrants to Tenant that the market rate for parking at or within the Building is $565.00 self-park and $435.00 valet/assist as of the Suite 1st Commencement Date. Tenant may reduce or increase (but by no more than twenty (20)) its required parking spaces at any time during the Term by thirty (30) days advanced written notice to Landlord without penalty, with such adjustment taking effect on the last day of the month following such 30-day notice, and Tenant shall have no duty to pay for any unused spaces. Storage Space: In the event storage space in the subbasement of the Building (“Expansion Storage Space”) becomes available for lease terms during the Term of this Lease, Landlord shall not lease the Expansion Storage Space to another party without first giving notice to Tenant that the Expansion Storage Space is available for lease to Tenant and the proposed rental rate, which shall be the market rate at that time. If Tenant responds with notice to Landlord within ten (10) business days after Landlord’s notice that Tenant accepts all of the Expansion Storage Space, the Expansion Storage Space shall become part of the Premises lease termswith rent as established in Landlord’s notice. [The rest If Tenant fails to give such notice within ten (10) business days after Landlord’s notice, Landlord shall thereafter be free to rent any or all of this page intentionally left blankthe Expansion Storage Space to a third party. Signatures Signage: Tenant, at its expense, shall have the right to place its signage on the next page]south wall at the elevators and in the southeast elevator bank of the Building. Tenant’s sign package is attached hereto as Exhibit D and it and the location are hereby approved by Landlord.

Right of First Offer. If there is no continuing Event of Default by Tenant and During the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer period from Rent Commencement Date -------------------- (“ROFO”Fifth Floor) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to through the expiration of the Term, Landlord provided that an Event of Default shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise not be outstanding, the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right of first offer with respect to any rentable space in the Building that is not covered by Section 22 of this Lease and is not otherwise subject to the rights of renewal or expansion of other tenants in the Building (the "Expansion Space"). The Landlord shall give notice to the Tenant when the Landlord is ready to market any portion of the Expansion Space (the "Notice"). The Notice shall set forth the amount of space to be offered, the location of such space on the third floor and the per-square-foot rental rate then being quoted; which terms shall be comparable to those generally being offered in the market for substantially similar office space in the Xxxx Valley area. Within ten (10) business days after Tenant's receipt of the Notice, the Tenant shall notify the Landlord in writing whether it desires to lease the Suite Expansion Space on the terms offered by the Landlord. If the Tenant elects not to lease the Expansion Space, the Landlord shall be free to lease such space to another tenant or third party. In the event that the Tenant exercises its right of first offer for the Expansion Space, then Landlord shall deliver the Expansion Space to Tenant in "AS-IS" condition within five (5) calendar days after the date of Landlord's receipt of Tenant's notice of exercise ("Expansion Space Commencement Date"). Upon delivery by Landlord to Tenant the Expansion Space shall be deemed to be part of the Premises and to be leased to Tenant on all the same terms and conditions as are set forth in this Lease, except: (I) unless otherwise agreed by the PremisesLandlord and the Tenant, with alignment per-square-foot rental rate set forth in the Notice shall be the per-square-foot rental rate for the Expansion Space, (ii) The Tenant Improvement Allowance set forth in the Notice shall be the per-square foot Tenant Improvement Allowance for the Expansion Space, (iii) the term for the Expansion Space shall be the term set forth in the Notice, and (iv) the Tenant's Proportionate Share shall be increased to account for the amount of the Suite lease terms Expansion Space leased by the Tenant as of the rent commencement date for the Expansion Space. The rent commencement date for the Expansion Space shall be forty-five (45) calendar days after the Expansion Space Commencement Date. If the Tenant exercises its right of first offer with respect to the Premises lease terms. [The rest of Expansion Space, the parties promptly shall enter into an appropriate amendment to this page intentionally left blank. Signatures on the next page]Lease.

Right of First Offer. If there is no continuing Event Subject to the provisions of Default this Section 13, for the period of 30 calendar days after the mutual execution and delivery of this First Amendment by Tenant and the Tenant is occupying parties (the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises“ROFO Period”), then Tenant shall have a Right an exclusive right of First Offer first offer with respect to that certain space on the ground floor of the Building containing approximately 6,480 rentable square feet as more particularly shown on Exhibit E attached hereto as the Potential Office Expansion Premises (the “ROFOROFO Premises”) ). If Tenant elects to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the ROFO Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months , Tenant shall be required, prior to the expiration of the TermROFO Period, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver written notice to Landlord (“ROFO Notice”) of its election to exercise lease the ROFOROFO Premises in which case Tenant shall lease the ROFO Premises and the Lease shall be modified as follows: (a) the “ROFO Premises Commencement Date” shall be the date that Landlord delivers the ROFO Premises to Tenant which is targeted to be 1 day after the lease amendment contemplated in Section 12(b) below is mutually executed and delivered by Landlord and Tenant; (b) on the ROFO Premises Commencement Date, the definition of Premises shall be amended to include the ROFO Premises; (c) commencing on the date that is 6 months after the First Expansion Premises Rent Commencement Date, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant pay Base Rent per rentable square foot of the ROFO Premises at the same rate that Tenant is then paying on a per rentable square foot basis with respect to the First Expansion Premises, as adjusted on each Adjustment Date pursuant to Section 4 of the Lease; (d) commencing on the date that is 6 months after the First Expansion Premises Rent Commencement Date, Tenant shall commence paying Operating Expenses with respect to the ROFO Premises on the First Expansion Premises Rent Commencement Date; (e) Tenant’s Share of Operating Expenses shall be null and void. Should Landlord receive an offer to lease the Suiteproportionately increased, Landlord shall notify Tenant, and (f) Tenant shall have construct improvements in the right ROFO Premises (“Identified ROFO Premises Tenant Improvements”) pursuant to lease the Suite on First Expansion Premises Work Letter and for the same terms as avoidance of any doubt Tenant shall receive a TI Allowance in the amount of $34 per rentable square foot of the ROFO Premises and Landlord shall, upon receipt of reasonably satisfactory invoices, reimburse Tenant for the payment made by Tenant to the TI Architect for an initial test fit and one revision, not to exceed $0.15 per rentable square foot of the ROFO Premises. For the avoidance of doubt, the Term of the Lease with respect to the ROFO Premises shall terminate concurrently with the Term of the Lease with respect to the balance of the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page].

Right of First Offer. If there during the term of this Lease, any bona fide third party requests a written proposal from Landlord to lease space located in the Building, that is no continuing Event then available for lease and under the control of Default by Landlord (“ROFO Space”), then, subject to any currently existing tenant’s rights, provided: (i) this Lease is in full force and effect; (ii) Tenant has not delivered a Termination Notice; and the (iii) Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premisesin Default under this Lease, then Landlord shall first offer to lease such ROFO Space to Tenant. Tenant shall have a Right of First Offer (“ROFO”) the right to lease the office suite in ROFO Space upon the building known same terms, covenants and conditions as Suite 157 (would be offered to a third party, including a pro-rated tenant improvement allowance and pro-rated rent abatement based upon the “Suite”) located adjacent to remaining term; provided, however, the term of Tenant’s lease of the ROFO Space shall be coterminous with its lease of the Premises. Commencing upon execution The basic terms of the Lease and expiring twenty-four (24) months prior to the expiration lease of the TermROFO Space shall be provided by Landlord to Tenant in writing (“ROFO Offer”). Tenant shall have ten (10) days after receipt of the ROFO Offer within which to either accept or reject, Landlord in writing, the ROFO Offer. If Tenant accepts the ROFO Offer, the parties shall notify execute an amendment to this Lease documenting the same (“ROFO Space Amendment”). The ROFO Space Amendment shall be submitted to Tenant of such space becoming available for review, negotiation and execution and Tenant shall have ten (10) days after such notification receipt of the same in which to notify Landlord that execute the ROFO Space Amendment and deliver one (1) fully executed copy to Landlord. If Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election shall not have elected to exercise the ROFO, Tenant shall be deemed its right of first offer with respect to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space Space, Landlord shall no longer be those set forth in Landlord’s obligated to provide Tenant a right of first offer on such ROFO noticeSpace. However, provided, however. Tenant improvements shall be adjusted for if Landlord revises the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer proposal to lease the SuiteROFO Space by terms which are more monetarily advantageous, by at least five percent (5%) from the ROFO Offer (“Revised ROFO Offer”), then Landlord shall notify Tenant, first resubmit the Revised ROFO Offer to Tenant and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment five (5) days from receipt of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Revised ROFO Offer to either accept or reject, in writing.

Right of First Offer. If there is no continuing Event of Default by Tenant and In the Tenant is occupying event that, during the Premises and has not otherwise assigned or sublet all Term, Avon NA or any portion of its Affiliates intends, desires or proposes to transfer, assign, sublicense, pledge, create an encumbrance or lien on or otherwise monetize in any manner its rights under any NA Licensed IP Rights (excluding any sublicenses of such NA Licensed IP Rights to Avon NA’s Subcontractors) (such rights, collectively, the Leased Premises“ROFO Rights” and any such transaction, then Tenant a “ROFO-Triggering Transaction”), whether such intent, desire or proposal is independent on the part of Avon NA or related to or arising from receipt by Avon NA of an unsolicited offer to do so, Avon NA shall, and shall cause its Affiliates to, provide written notice (an “Offer Notice”) to Avon International that Avon NA intends, desires or proposes to engage in a ROFO-Triggering Transaction (it being understood that (a) such Offer Notice shall set forth all material terms that Avon NA would seek in the event that the rights afforded to Avon International under this Section 6.02 were exercised by Avon International and Avon NA would enter into the ROFO-Triggering Transaction with Avon International (which terms sought by Avon NA and described in such Offer Notice shall be made in good faith and shall not be made with the purpose of frustrating or otherwise circumventing Avon International’s rights under this Section 6.02), and (b) in the event the Offer Notice is provided as a result of Avon NA receiving an unsolicited offer to engage in a ROFO- Triggering Transaction, such Offer Notice shall set forth all material terms of such offer). The provision of an Offer Notice shall constitute an offer (the “Offer”) by Avon NA to provide Avon EXHIBIT 10.4 International such ROFO Rights and engage in the ROFO-Triggering Transaction with Avon International on the terms set forth in such Offer Notice. Avon International shall have a Right of First thirty (30) day period commencing on the date the Offer (“ROFO”) to lease the office suite in the building known as Suite 157 is received by Avon International (the “SuiteOffer Period”) located adjacent in which to accept such Offer and, during the Offer Period (and, during the sixty (60)- period described in the following sentences of this Section 6.02, if applicable), Avon NA shall, and shall cause its Affiliates to, (i) reasonably cooperate with Avon International, and reasonably respond to Avon International, with respect to any information reasonably requested by Avon International in order to evaluate the ROFO-Triggering Transaction and (ii) not engage in any manner with respect to or be a party to any ROFO-Triggering Transaction with any Person other than Avon International (including by not making available to any such Person any confidential information with respect to the PremisesROFO Rights). Commencing upon execution At the same time, Avon International shall, during the Offer Period, use commercially reasonable efforts to evaluate and respond to the Offer in an expeditious manner. In the event that Avon International provides a notice of acceptance of the Lease and expiring twenty-four (24) months Offer to Avon NA prior to the expiration of such Offer Period, the Parties shall negotiate in good faith the terms of definitive agreements which shall reasonably reflect the material terms of the Offer. If Avon International fails to notify Avon NA of its acceptance of such Offer prior to the expiration of the TermOffer Period, Landlord shall notify Tenant of such space becoming available or if Avon International accepts the Offer during the Offer Period but the Parties do not agree on and Tenant shall have ten enter into definitive agreements within sixty (1060) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver following the date of Avon International’s notice to Landlord of its election to exercise the ROFOacceptance (other than as a result of Avon NA’s breach of this Agreement or otherwise acting in bad faith), Tenant Avon International shall be deemed to have elected not to exercise the ROFO. The base rentdeclined such Offer, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant which case Avon NA shall have the right to lease negotiate and enter into definitive agreements with respect to such ROFO-Triggering Transaction with any third party on identical or more favorable, in the Suite on aggregate, as to Avon NA, terms and conditions as were set forth in the same terms as Offer Notice. For the Premisesavoidance of doubt, with alignment of the Suite lease terms Avon NA and Avon International shall comply in all respects with the Premises lease terms. [The rest of procedures set forth in this page intentionally left blank. Signatures on the next page]Section 6.02 with respect to any newly proposed ROFO-Triggering Transaction.”

Right of First Offer. If there Landlord shall desire to lease any space on the Third floor (3rd) floor of the Building which is no continuing Event of Default by Tenant and contiguous to the Tenant is occupying Leased Premises (the Premises and has not otherwise assigned or sublet all “ROFO Space”) to a third party other than the existing tenant in any such space, or any portion other party having any pre-existing rights to the ROFO Space, Landlord shall first give Tenant notice (“Landlord’s ROFO Notice”) of the terms and conditions upon which Landlord is willing to market the ROFO Space. Tenant shall have the right, exercisable by notice to Landlord within thirty (30) days after the date of Landlord’s ROFO Notice to lease the ROFO Space upon the terms and conditions contained therein. Within fifteen (15) business days thereafter, Landlord shall prepare and deliver to Tenant an amendment to this Lease reflecting the terms set forth in the Landlord’s ROFO Notice, which Tenant shall in turn execute and deliver back to Landlord within fifteen (15) days after receipt of such amendment from Landlord. Such amendment shall provide for (a) the addition of the ROFO Space to the Leased Premises, (b) an increase in the Base Rent by an amount equal to that specified in Landlord’s Notice, (c) an increase in Tenant’s Pro Rata Share of Operating Costs to reflect the inclusion of the ROFO Space in the Leased Premises, and (d) the terms and conditions and amount of any tenant improvement allowance, if any. In all other respects, the terms and conditions contained in this Lease shall remain unmodified. Time is of the essence in the exercise of Tenant’s rights pursuant to this section. Should Tenant fail to exercise such right, fail to execute and deliver the amendment, or fail to perform any of its required obligations under this section within the time periods set forth above, then Tenant Tenant’s rights under this section shall terminate and be null and void, and Landlord shall have a Right of First Offer (“ROFO”) the absolute right to lease the office suite ROFO Space to any other person or entity upon substantially the same terms and conditions set forth in the building known as Suite 157 (Landlord’s ROFO Notice. The foregoing option and rights may not be assigned to any party not a Tenant Affiliate or Tenant Agent, and shall be available to and exercisable by the “Suite”) located adjacent to Tenant only when the original Tenant or any Tenant Affiliate or Tenant Agent is in actual possession and physical occupancy of the entire Leased Premises. Commencing upon execution Tenant’s rights pursuant to this section shall be subject to any existing (as of the date hereof) rights to expand of other tenants in the Building or Project, the right of the current tenant in the ROFO Space to remain in that space, and there having been no Event of Default under the Lease during the Term of the Lease and expiring twenty-four (24) which is continuing at the time of the Landlord’s ROFO Notice. All rights of first offer contained in this section shall expire upon the date which is 24 months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Lease Expiration Date.

Right of First Offer. If there is no continuing Event Seller hereby grants on behalf of Default by Tenant itself and any Selling Parties to Purchaser a right of first offer (“Right of First Offer”) for a period of one hundred eighty (180) days after the Tenant is occupying Closing Date (the Premises and has not otherwise assigned “ROFO Period”) with respect to Other Mining Property. If, at any time during the ROFO Period, a Selling Party (or sublet Selling Parties) decides to sell or lease any or all or any portion of the Leased PremisesOther Mining Property to an unrelated third party, then Tenant such Selling Party (or Selling Parties) shall have give written notice thereof to Purchaser specifying the following: (i) the notice address for such Selling Party (or Selling Parties); (ii) year-to-date financial statements (if available); (iii) most recent year-end financial statements (if available); (iv) subject facility or property and mining data; and (v) whether such Selling Party (or Selling Parties) seeks a sale or a lease of such Other Mining Property and any particular minimum or required terms as determined by MIG’s Board of Directors (the “Selling Party ROFO Notice”). Within fourteen (14) days after Purchaser’s receipt of the Selling Party ROFO Notice, Purchaser shall deliver written notice to the applicable Selling Party (or Selling Parties) in accordance with the Selling Party ROFO Notice exercising Purchaser’s Right of First Offer (“ROFO”) with respect to the subject Other Mining Property and agreeing to purchase or lease the office suite subject Other Mining Property on substantially similar terms to those contained in the building known as Suite 157 this Agreement (the “SuiteOffer”), but with business terms provided that would be acceptable to Purchaser. If Purchaser timely delivers the Offer, then Selling Party (or Selling Parties) located adjacent shall review the Offer and decide whether or not to sell or lease the Premises. Commencing upon execution of Other Mining Property on the Lease and expiring twenty-four (24) months prior to terms contained in the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have Offer within ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election receipt of the Offer and shall deliver such decision, in writing, to exercise Purchaser during such ten (10) day period. Should the ROFOapplicable Selling Party (or Selling Parties) decide to accept Purchaser’s Offer, Tenant then Selling Party (or Selling Parties) and Purchaser shall be deemed in good faith enter into a purchase agreement (or lease agreement) on terms reasonably similar to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlordthis Agreement and the Offer, but modified for such sale or lease, as the case may be. Should (1) Purchaser fail to timely deliver its Offer, or (2) the applicable Selling Party (or Selling Parties) reject or decline such Offer, then Purchaser’s ROFO notice, provided, however. Tenant improvements Right of First Offer only with respect to such subject Other Mining Property under this Section 18.02 shall be adjusted deemed null and void, and Seller Party (or Selling Parties) shall be free to sell or lease such Other Mining Property to an unrelated third party within one hundred twenty (120) days after the expiration of the fourteen (14) day period (if Purchaser fails to timely deliver the Offer) or the ten (10) day period (if Purchaser timely delivers the Offer and Seller Party (or Seller Parties) reject or decline such Offer), as the case may be and prescribed herein, and upon terms substantially similar to Purchaser’s Offer, but in no event shall the purchase price (or lease rental) be less than the amount set forth in Purchaser’s Offer, if given. Should the one hundred twenty (120) day period pass without such sale or lease occurring, the terms of this Right of First Offer shall continue in full force and effect as to the subject Other Mining Property, and the applicable Selling Party (or Selling Parties), if it desires to sell or lease such Other Mining Property during the ROFO Period, shall again comply with all the terms of this Section 18.02. In addition to the foregoing, during the fourteen (14) day period after Purchaser’s receipt of the Selling Party ROFO Notice, starting with the date of the receipt of the Selling Party ROFO Notice, the applicable Selling Party (or Selling Parties) shall permit Purchaser and its agents reasonable access during business hours to the subject Other Mining Property from time to time for the term remaining under purpose of inspecting, studying, measuring and otherwise analyzing the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferablesame. Any attempted assignment sale or transfer by Tenant lease of the ROFO Other Mining Property in violation of the terms of this Agreement shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page].

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned TPG SPECIALTY LENDING, INC. (“TPG”), acting for itself or sublet all or for any portion of the Leased Premisesapplicable Affiliate, then Tenant shall have a Right right of First Offer first offer on any future debt financings sought by Borrower, Guarantor or any Affiliates thereof for up to $1,000,000,000.00 (inclusive of the Loan) of project financing to develop Additional Phases of the Development Property and any future Sunseeker-branded or other resort projects outside of Port Charlotte, Florida developed or sponsored by Guarantor or any of its Affiliates (each such development, a “ROFOROFO Development”) ). Prior to lease the office suite in the building known as Suite 157 Borrower, Guarantor or any Affiliates thereof seeking financing with respect to a ROFO Development, Borrower, Guarantor or such Affiliate shall first provide written notice (the “SuiteROFO Notice”) located adjacent of an offer to TPG to finance the PremisesROFO Development (the “ROFO Offer”). Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have Within ten (10) days Business Days after receipt of the ROFO Notice, TPG shall provide a written notice (the “ROFO Election Notice”) to Borrower, Guarantor or such notification Affiliate electing to notify Landlord either (i) negotiate the financing of the ROFO Development or (ii) decline the ROFO Offer, it being understood that Tenant elects to lease such space. if Tenant fails TPG’s failure to deliver notice a ROFO Election Notice to Landlord of its election to exercise the ROFOBorrower, Tenant Guarantor or such Affiliate within such ten (10) Business Day period shall be deemed a rejection of the ROFO Offer. If TPG makes a ROFO Election Notice, TPG and Borrower, Guarantor or such Affiliate shall negotiate exclusively and shall use commercially reasonable efforts to have elected not negotiate definitive terms for financing the ROFO Development within 45 days after the date of such ROFO Election Notice, subject to exercise any extensions of time mutually agreed between TPG and Borrower, Guarantor or such Affiliate. If the ROFO. The base rentparties are unable to come to a mutual agreement on definitive terms within such 45 days, terms and conditions Borrower, Guarantor or such Affiliate may -98- seek financing from third party lenders for the ROFO space Development, provided that, if such financing is on terms less favorable to Borrower, Guarantor or such Affiliate than the terms offered by TPG (or its Affiliate, as applicable) to Borrower, Guarantor or such Affiliate, Guarantor or such Affiliate shall not be those set forth in Landlord’s permitted to finance the ROFO noticeDevelopment without first presenting such other financing terms to TPG (or its Affiliate, provided, however. Tenant improvements shall be adjusted for the term remaining under the Leaseas applicable). The term for any space leased by Tenant under provisions of this Article XII shall survive the exercise expiration and termination of its ROFO shall be coterminous with this Agreement and the Tenn. This ROFO shall be personal to Tenant, payment and is not transferable. Any attempted assignment or transfer by Tenant performance of the ROFO Obligations for a term of five (5) years. TPG’s rights under this Article XII shall not be null and void. Should Landlord receive assignable except to an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment Affiliate of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Lender.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet any Member desires to Transfer all or any portion of such Member’s Units to a Person that is not a Permitted Transferee (for purposes of this Section 9.8, the Leased PremisesPerson desiring to so Transfer, then Tenant the “Selling ROFO Member”) and the Selling ROFO Member is permitted to Transfer such Units under Section 9.1 (such Transfer, a “Proposed Transfer”), then, in each case, such Selling ROFO Member shall have submit a Right of First Offer written notice (the “ROFOROFO Notice”) to lease each other Member (other than the office suite Class D Incentive Unit Members) (collectively, the “ROFO Holders”) of its desire to Transfer such Units. Any such ROFO Notice shall provide each ROFO Holder with an opportunity to make a cash offer to purchase the number of Units set forth in the building known as Suite 157 ROFO Notice (the “SuiteROFO Offered Units”). Within fifteen (15) days following receipt of the ROFO Notice, any ROFO Holder may deliver to the Selling ROFO Member a binding irrevocable written offer (the “ROFO Offer”) located adjacent to purchase all, but not less than all, of the ROFO Offered Units. Any such ROFO Offer shall include the material terms and conditions, including the aggregate cash purchase price (the “ROFO Offer Price”), upon which the ROFO Holder is willing to acquire all of the ROFO Offered Units at a closing within five (5) days of the Selling ROFO Member’s acceptance of the ROFO Offer upon customary closing conditions. The Selling ROFO Member will have fifteen (15) days following receipt of the ROFO Offer to accept in writing (the “ROFO Acceptance Notice”) the ROFO Offer and the sale of the ROFO Offered Units pursuant to the Premisesterms contained in the ROFO Acceptance Notice. Commencing upon execution If the Selling ROFO Member timely delivers a ROFO Acceptance Notice, each of the Lease Selling ROFO Member and expiring twenty-four the ROFO Holder will use reasonable best efforts to consummate the transaction contemplated by the ROFO Offer within sixty (2460) months prior to the expiration of the Term, Landlord shall notify Tenant days of such space becoming available and Tenant shall have ten (10) days after acceptance. If the Selling ROFO Member does not timely deliver a ROFO Acceptance Notice or affirmatively declines in writing such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFOROFO Offer, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for then the ROFO space shall be those Holder’s offer set forth in Landlord’s the ROFO noticeOffer shall immediately terminate. Upon such termination, provided, however. Tenant improvements the Selling ROFO Member shall be adjusted have the option for the term remaining under subsequent six-month period to Transfer such ROFO Offered Units to any Person (subject to compliance by the LeaseSelling ROFO Member with Section 9.7). The term for Notwithstanding the foregoing, any space leased by Tenant under ROFO Offered Units Transferred pursuant to this Section 9.8 may not be Transferred to any Person upon terms that are more favorable in the exercise aggregate to the purchasers of its such ROFO Offered Units than specified in the ROFO Offer or at a price that is less than the ROFO Offer Price. In the event that the Selling ROFO Member shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant have Transferred all of the ROFO Offered Units within such six-month period, the Selling ROFO Member shall not sell any such ROFO Offered Units without again first offering such Units to the ROFO Holders in the manner provided pursuant to this Section 9.8. For the avoidance of doubt, if a Selling ROFO Member is not required to deliver a ROFO Notice in connection with a Transfer of Units, then such Selling ROFO Member shall be null and voidpermitted to Transfer such Units without complying with the restrictions set forth in this Section 9.8. Should Landlord receive an offer Notwithstanding anything to lease the Suitecontrary in this Section 9.8, Landlord shall notify Tenant, and Tenant shall have the right a Proposed Transfer may not contain provisions related to lease the Suite on the same terms as the Premises, with alignment any property of the Suite lease terms with Selling ROFO Member other than Units held by the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Selling ROFO Member.

Right of First Offer. (a) If there is no continuing Event any Holder or group of Default by Tenant Holders acting in concert (each or collectively, as the case may be, the “Initiating ROFO Seller”) proposes to Transfer to any ROFO Purchaser any Shares, in a single transaction or a series of related transactions (a “ROFO Sale”), then the Initiating ROFO Seller shall first furnish a written notice (the “ROFO Initiation Notice”) to the Company and the Tenant Warrant Agent. The ROFO Initiation Notice shall state the number and type of Shares the Initiating ROFO Seller intends to Transfer (the “ROFO Shares”), the proposed minimum cash purchase price therefor and a summary of the other terms of the proposed ROFO Sale. The Company shall promptly, but in no event later than five (5) Business Days, following receipt of the ROFO Initiation Notice provide such ROFO Initiation Notice to each Significant Person who is occupying a Holder. (b) Each Significant Person shall have the Premises right, for a period of twenty-two (22) Business Days after receipt by the Warrant Agent of the ROFO Initiation Notice (the “ROFO Period”), to agree to purchase up to its pro rata share of the ROFO Shares at the proposed minimum purchase price and has on the other terms set forth in the ROFO Initiation Notice (the “First Offer”). Such right shall be exercised by delivering a written notice (the “ROFO Notice”) to the Company and the Initiating ROFO Seller within the ROFO Period specifying the number of ROFO Shares that such Significant Person agrees to purchase. If any Significant Person does not otherwise assigned or sublet accept all or any portion part of its pro rata share of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 ROFO Shares (the “SuiteRejected ROFO Shares”) located adjacent to the Premises. Commencing ), then, upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the TermROFO Period (or such earlier time period that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares), Landlord shall notify Tenant all of such space becoming available and Tenant the Significant Persons that accepted the First Offer in full shall have ten the right, for a period of five (105) days after Business Days following the date on which the Company provides notice (the “ROFO Period Expiration Notice”) to such notification Significant Persons that the ROFO Period has expired (or that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) (the “Reallotment Period”), to notify Landlord that Tenant elects agree to lease such spacepurchase any or all of the Rejected ROFO Shares at the minimum purchase price and on the other terms stated in the ROFO Initiation Notice. if Tenant fails to deliver Such right shall be exercised by delivering a written notice to Landlord the Company and the Initiating ROFO Seller within the Reallotment Period specifying the number of its election Rejected ROFO Shares that such Significant Person agrees to exercise purchase (the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO“Reallotment Notice”). The base rentCompany shall promptly, terms and conditions for the ROFO space shall be those set forth but in Landlord’s ROFO noticeno event later than two (2) Business Days, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant following expiration of the ROFO Period (or such earlier time that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) provide the ROFO Period Expiration Notice to all Significant Persons who have accepted the First Offer. If the number of Rejected ROFO Shares accepted exceeds the number of Rejected ROFO Shares, then the Rejected ROFO Shares to be purchased shall be null and void. Should Landlord receive an offer to lease allocated pro rata among the Suite, Landlord shall notify Tenant, and Tenant shall Significant Persons who have the right to lease the Suite on the same terms as the Premisesdelivered a Reallotment Notice, with alignment no Significant Person being required to purchase more Shares than it has agreed to purchase (the “Reallocation Process”). (c) If either no Significant Person accepts the First Offer or not all of the Suite lease terms with ROFO Shares are accepted pursuant to the Premises lease terms. [The rest First Offer and the Significant Persons do not accept all of this page intentionally left blank. Signatures on the next page]Rejected ROFO Shares (the “Rejected Reallotment Shares”), then, upon the expiration of (i) the ROFO Period, if no Significant Person accepts the First Offer or (ii) the Reallotment Period (or such earlier time that all Significant Persons have delivered a Reallotment Notice and there are Rejected Reallotment Shares) if not all of the ROFO Shares

Right of First Offer. If there is no continuing Event of Default by Tenant and In the Tenant is occupying event Landlord decides at any time during the Premises and has not otherwise assigned or sublet all or any portion of Term to sell the Leased PremisesProject, then Tenant shall have a Right right of First Offer first offer to purchase the Project (the “ROFO”), which must be exercised, if at all, within seven (7) business days following receipt of Landlord’s notice of intent to lease sell setting forth the office suite in proposed terms and conditions of sale. If Tenant does not accept Landlord’s offer and Landlord thereafter reaches an agreement with a third-party purchaser to acquire the building known as Suite 157 for a purchase price which is more than ten percent (10%) less than the “Suite”) located adjacent purchase price offered to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the TermTenant, Landlord shall notify be obligated to re-offer the Project to Tenant of such space becoming available and on substantially the same terms as those accepted by the third party, including the reduced purchase price. Tenant shall have ten a period of two (102) business days after such notification to notify accept or reject Landlord’s revised offer. In the event Tenant does not respond to or rejects Landlord’s offer, Landlord that Tenant elects shall thereafter be free to lease such space. if Tenant fails sell the Project to deliver notice to Landlord of its election to exercise a third party on the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, same terms and conditions for the ROFO space shall be those set forth in Landlord’s revised offer. However, if Landlord does not sell the Project within 180 days after delivering a ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its notice or revised ROFO shall be coterminous with the Tenn. This ROFO shall be personal notice to Tenant, Tenant’s ROFO shall once again apply and Landlord may not sell or otherwise transfer the Project without first giving Tenant a ROFO notice. The foregoing right is personal to the Tenant named in the preamble to this Lease and may not transferablebe transferred to any other person or entity except for a permitted assignee of Tenant’s interest in the Lease pursuant to Paragraph 16(e) above. Any attempted assignment The ROFO shall not apply to any sale or other transfer by Tenant of less than 100% of the ROFO shall be null and void. Should Landlord receive an offer to lease interests in the Suite, Landlord shall notify Tenant, and Tenant shall have Project by the right to lease the Suite on the same terms as the Premises, with alignment owners of the Suite lease terms with Project named in the Premises lease terms. [The rest preamble of this page intentionally left blankLease, by the beneficiaries of the trusts named in the preamble or by their lineal descendants. Signatures on For the next page]avoidance of doubt, the ROFO will apply where none of the persons named in the preceding sentence would, as a result of a proposed sale, exchange or other transfer, retain an ownership interest in the Project.

Right of First Offer. If there is no continuing Event Subject to then-existing renewal or expansion options of Default by Tenant and other tenants, prior to offering to lease Suite 200 and/or 300 (the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFOROFO Space”) to a party other than Tenant, Landlord shall first offer to lease to Tenant the ROFO Space in an “as is” condition. Such offer shall be in writing and specify the rent to be paid for the ROFO Space, the date on which the ROFO Space shall be included in the Premises, and any other terms upon which Landlord is willing to lease the office suite in the building known as Suite 157 ROFO Space to Tenant (the “SuiteOffer Notice”) located adjacent to the Premises). Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord Tenant shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that in writing whether Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise entire ROFO Space upon the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO noticethe Offer Notice, provided, howeverwithin five (5) business days after Landlord delivers to Tenant the Offer Notice. If Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer timely elects to lease the SuiteROFO Space, then Landlord shall notify Tenant, and Tenant shall have execute an amendment to the right Lease, effective as of the date the ROFO Space is to lease be included in the Suite Premises, on the same terms as the Premises, with alignment Lease except that (a) the rentable area of the Suite Premises shall be increased by the rentable area in the ROFO Space (and Tenant’s Proportionate Share shall be adjusted accordingly), (b) the Base Rent shall be increased by the amount specified for such space in the Offer Notice, and (c) Landlord shall not provide to Tenant any allowances or other tenant inducements, except for those set forth in the Offer Notice. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof, and Landlord may lease the ROFO Space to third parties on such terms with as Landlord may elect. Tenant may not exercise its rights under this paragraph if an Event of Default exists or Tenant is not then occupying the entire Premises. Tenant’s rights under this paragraph shall terminate if the Lease or Tenant’s right to possession of the Premises lease termsis terminated. [The rest of this page intentionally left blank. Signatures on the next page]EXHIBIT C-1 ROFO SPACE Suite 200 Suite 300

Right of First Offer. If there So long as this Lease is no continuing Event in full force and effect and free of Default by any default on the part of Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premiseshereunder, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite portion of the 20th floor of the Building that is currently immediately contiguous to the Premises as shown on Exhibit A-1 attached hereto (the “Option Premises”). Except for any renewals or expansion rights of existing tenancies in the Building, Landlord agrees that prior to leasing the Option Premises to others, Landlord shall first give Tenant written notice that such space is or will become available. Such notice shall specify the rate of rent, which rate shall be the same rate that Landlord will in good faith offer the Option Premises to third parties, the effective date (the “Effective Date”) and other terms and provisions upon which Landlord is willing to add the Option Premises to the Premises leased by this Lease for the balance of the Initial Term and any Renewal Term hereof. Thereupon Tenant shall have and is hereby granted the right and option, to be exercised only by written notice given to Landlord within ten (10) days after the date of Landlord’s notice, to elect to add the Option Premises to the Premises leased by this Lease at the rate of rent and other terms and provisions specified in Landlord’s notice to Tenant; and upon timely giving of said notice, the Option Premises shall be so added to the Premises as of the Effective Date; all provided, however, that both at the date of Tenant’s notice and at the Effective Date, this Lease is in full force and effect and free of any default on the same terms as part of Tenant hereunder. In the event that Tenant elects to lease the Option Premises, with alignment Landlord shall be under no obligation to construct improvements in the Option Premises and Tenant agrees that the Option Premises shall be delivered “as is”. In the absence of timely notice from Tenant, Landlord shall have the Suite right to lease the Option Premises to such party or parties upon and subject to such rates, period of time and other terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]and provisions as Landlord shall elect, and Landlord shall not again be required to offer that available space to Tenant before so leasing it to others.

Right of First Offer. If there Landlord hereby grants to Tenant a right of first offer to lease the remaining leasable space in the Building which is no continuing Event identified on Exhibit “G-1” attached hereto and made a part hereof (“Additional Space”) in accordance with the terms of Default by this Exhibit “G”. At such time as Landlord desires to lease all or a portion of the Additional Space to an unaffiliated third party (“Third Party”), Landlord shall give Tenant written notice thereof (“Offer Notice”) and shall offer to lease to Tenant the Additional Space upon the terms and conditions stated in the Offer Notice. The Offer Notice shall specify the portion of the Additional Space subject to such offer, the rent to be paid for such Additional Space and the date on which the Additional Space in question shall be included in the Premises. Tenant shall notify Landlord in writing whether Tenant elects to lease all of such Additional Space, at the rental rate and upon the other terms and conditions set forth in the Offer Notice, within ten (10) business days after Landlord delivers the Offer Notice to Tenant. If Tenant timely elects to lease such Additional Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date such Additional Space is to be included in the Premises, providing for Tenant’s leasing of the Additional Space on the same terms and conditions as set forth in the Offer Notice. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof, and Landlord may lease the Additional Space to the Third Party or to any other party upon terms which are acceptable to Landlord. Tenant may not exercise its rights under this Exhibit “G” if Tenant is in default hereunder or if Tenant is not then occupying the entire Premises. Tenant’s rights under this Exhibit shall terminate if (a) this Lease or Tenant’s right to possession of the Premises and has not otherwise assigned is terminated or sublet all (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased PremisesPremises (other than to an Affiliate). Exhibit G-1 EXHIBIT “H” [TEACHERS] FORM OF SUBORDINATION, then Tenant shall have NON-DISTURBANCE AND ATTORNMENT AGREEMENT (Fee Transaction Form) THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a Right of First Offer New York corporation with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“ROFOLender”) to lease the office suite in the building known as Suite 157 and , a [an] [individual] name of state [corporation] [limited liability company] [general partnership] [limited partnership] [d/b/a ] with its principal place of business at (the “SuiteTenant”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]).

Right of First Offer. If there is no continuing Event Subject to the provisions of Default by this Section 2.7, Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet shall have a one-time right of first offer for all or any portion of the Leased Premises, then Tenant shall have a Right fifth (5th) floor of the Building which may hereafter become vacant and available (the “First Offer (“ROFOSpace”) ). Landlord shall notify Tenant of the terms on which Landlord intends to offer to lease the office suite First Offer Space (“Landlord’s ROFO Notice”), and the Annual Fixed Rent shall be at the then current Fair Market Rent taking into account all relevant factors. Within five (5) business days after receipt of Landlord’s ROFO Notice, Tenant may, by written notice delivered to Landlord, (i) reject Landlord’s ROFO Notice, or (ii) unconditionally and irrevocably accept Landlord’s offer to lease such space for Tenant’s own use on the terms set forth in Landlord’s ROFO Notice. If Tenant fails to timely respond as aforesaid, such failure shall be deemed Tenant’s rejection of Landlord’s ROFO Notice. In the event Tenant exercises its right to the First Offer Space, Landlord and Tenant hereby agree to amend those provisions of this Lease which are necessarily affected by the increase in the building known as Suite 157 (the “Suite”) located adjacent to the Premisesrentable area and leaving all other provisions of this Lease in full force and effect without modification. Commencing upon execution After Tenant takes possession of the Lease First Offer Space, the term “Premises” as used in this Lease, shall be deemed to refer to and expiring twentyinclude the First Offer Space. If Landlord’s ROFO Notice is rejected under clause (i) above (or deemed rejected through Tenant’s failure to timely respond), then Landlord may enter into a lease for the First Offer Space providing for an effective Annual Fixed Rent equal to or less than seven and one-four half percent (247.5%) months prior less than that specified in Landlord’s ROFO Notice. For clarity, in the event that the Landlord proposes to enter into a lease for the expiration of the TermFirst Offer Space providing for an effective Annual Fixed Rent greater than seven and one-half percent (7.5%) less than that specified in Landlord’s ROFO Notice, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in by sending an additional Landlord’s ROFO notice, provided, however. Tenant improvements shall Notice that will be adjusted for subject to the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant terms of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]preceding paragraph.

Right of First Offer. If there Subject to the provisions of this Section 39, Tenant shall have the right, but not the obligation, to elect to lease the ROFO Space by delivering written notice of such election to Landlord (each, a “ROFO Election Notice”) no later than 10 days after Landlord’s delivery of written notice to Tenant (each, a “ROFO Deal Notice”) that Landlord either has made or received a bona fide written offer to lease all or a portion of ROFO Space that Landlord is willing to accept (each, a “ROFO Space Pending Deal”). As used herein, “ROFO Space” shall mean (other than on the first floor of the Building) all first generation rentable square footage in the Building (i.e., space that has not previously been leased to another tenant) which is not already part of the Premises, including any portion of the Fixed Expansion Premises with respect to which the Initial Expansion Option, the Second Expansion Option and/or the Third Expansion Option have been waived. Tenant’s rights under this Section 39(d) shall be referred to as Tenant’s “Right of First Offer”. Tenant shall only be entitled to exercise its Right of First Offer with respect to the entire ROFO Space identified in the applicable ROFO Deal Notice (the “Identified ROFO Space”). In no continuing Event event shall Landlord be required to provide Tenant with a copy of Default or any information concerning the ROFO Space Pending Deal including, without limitation, the identity of the prospective tenant. Tenant’s failure to deliver a ROFO Election Notice to Landlord within the required 10 day period shall be deemed to be an election by Tenant not to exercise Tenant’s Right of First Offer with respect to the applicable Identified ROFO Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(d) with respect to such Identified ROFO Space, the provisions of this Section 39(d) shall no longer apply to such Identified ROFO Space and Landlord shall have the Tenant is occupying the Premises and has not otherwise assigned or sublet right to lease all or any portion of the Leased Identified ROFO Space to any party on any terms and conditions acceptable to Landlord. Notwithstanding the foregoing, in the event Landlord does not execute a lease for the ROFO Space within six months after the date of the ROFO Election Notice, the ROFO Space shall again become subject to the terms of this Section 39(d). If Tenant timely delivers a ROFO Election Notice, Tenant shall lease Identified ROFO Space on the same terms and conditions pursuant to which Tenant is leasing the initial Premises, then except as otherwise provided in this Section 39(d). If Tenant shall have a timely exercises its Right of First Offer with respect to an Identified ROFO Space, (“ROFO”i) Landlord shall Deliver the Identified ROFO Space to lease Tenant within 10 days after Landlord’s receipt of Tenant’s Third Expansion Election Notice with the office suite Building Shell for such Identified ROFO Space in Tenant Improvement Work Readiness Condition so that Tenant may commence construction of the tenant improvements in the building known Identified ROFO Space, (ii) commencing on the earlier of (x) the date that is 6 months after Landlord Delivers the Identified ROFO Space to Tenant pursuant to subsection (i), and (y) the Substantial Completion of the tenant improvements in the Identified ROFO Space (as Suite 157 (applicable, the “SuiteROFO Space Commencement Date”) located adjacent ), the Premises shall be expanded to include the Identified ROFO Space and Tenant shall pay Base Rent with respect to the Identified ROFO Space on a per rentable square foot basis at the then-current Base Rent per rentable square foot being paid with respect to the initial Premises. Commencing upon execution , as adjusted pursuant to Section 4, (iii) Tenant shall not be entitled to any abatement of Base Rent with respect to the Identified ROFO Space, (iv) commencing on the ROFO Space Commencement Date, the definition of “Tenant’s Share of Operating Expenses” shall be proportionately increased to include the Identified ROFO Space and Tenant shall commence paying Tenant’s Share of Operating Expenses with respect to the Identified ROFO Space, and (iv) Tenant shall be entitled to a tenant improvement allowance for tenant improvements in the Identified ROFO Space (x) in the amount of $145.00 per rentable square foot of the Lease and expiring twenty-four (24) months Identified ROFO Space if Tenant delivers a ROFO Election Notice prior to the expiration last day of 25th month after the Commencement Date, or (y) which shall be prorated based on $145.00 per rentable square foot of the TermIdentified ROFO Space and the number of months remaining in the Base Term from and after the ROFO Space Commencement Date, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord delivers a ROFO Election Notice after the last day of its election to exercise the ROFO25th month after the Commencement Date (for example, if Tenant delivers a ROFO Election Notice during the 30th month after the Commencement Date then Tenant shall be deemed entitled to have elected not a tenant improvement allowance equal to exercise $82.86 per rentable square foot of the ROFOIdentified ROFO Space). The base rent, terms and conditions tenant improvements for the Identified ROFO space Space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted designed and constructed (and the funds for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite same disbursed) on the same substantially similar terms as the Premises, with alignment Work Letter. The parties shall execute an amendment to this Lease documenting Tenant’s leasing of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures Identified ROFO Space on the next page]terms set forth herein promptly after Tenant delivers to Landlord the ROFO Election Notice

Right of First Offer. If there is no continuing Event In the event any of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned Producers or sublet all or any portion their Affiliates proposes to dedicate interests in oil, gas, and/or mineral leases outside of the Leased PremisesApplicable Formations but within the Springridge AMI, then Tenant whether now owned or hereafter acquired, to a gatherer other than Gatherer, the applicable Producers shall, and Producers shall have a Right of First Offer (“ROFO”) cause any such Affiliates to, prior to lease the office suite entering into any such dedication, first give notice in the building known as Suite 157 writing to Gatherer (the “SuiteDedication ROFO Notice”) located adjacent of its intention to enter into such dedication. The Dedication ROFO Notice shall include any material terms, conditions and details as would be necessary for Gatherer to make a responsive offer to enter into the Premisescontemplated dedication with any of Producers or their Affiliates, which terms, conditions and details shall at a minimum include any terms, condition or details provided to third parties in connection with the proposed dedication. Commencing upon execution Gatherer shall have sixty days following receipt of the Lease Dedication ROFO Notice to propose an offer to enter into the dedication with the applicable Producers or Affiliates (the “Dedication ROFO Response”). The Dedication ROFO Response shall set forth the terms and expiring twenty-four (24) months prior conditions pursuant to which Gatherer would be willing to enter into a binding agreement for the expiration of dedication. Unless the Term, Landlord shall notify Tenant Dedication ROFO Response is accepted pursuant to written notice from the applicable Producers or Affiliates delivered to Gatherer within sixty days of such space becoming available and Tenant shall have ten (10) days after delivery, such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant Dedication ROFO Response shall be deemed to have elected not been rejected by the applicable Producers or Affiliates. If a Dedication ROFO Response is accepted by the applicable Producers or Affiliates, the applicable Producers shall (and Producers shall cause the applicable Affiliates to) enter into an agreement with Gatherer providing for the consummation of the dedication upon the terms set forth in the Dedication ROFO Response. If a Dedication ROFO Response with respect to exercise any proposed dedication is rejected by the ROFO. The base rentapplicable Producers or Affiliates, the applicable Producers or Affiliates shall be free to enter into such proposed dedication with any gatherer on terms and conditions for that are not more favorable in the aggregate to such gatherer than those proposed in respect of Gatherer in the Dedication ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Response.

Right of First Offer. If there is no continuing Event of Default by Tenant and following the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased PremisesCommencement Date, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located that certain space adjacent to the Premises. Commencing upon execution , consisting of the Lease approximately twenty thousand five hundred eighty-two (20,582) square feet, and expiring twenty-four commonly known as 000 Xxxxx Xxxx Xxxxxxx (24) months prior to the expiration of the Term“First Offer Space”), becomes available for lease, then Landlord shall notify give Tenant written notice of such space becoming available and Tenant availability (“Landlord’s Offer Notice”). Landlord’s Offer Notice shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise include the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions on which Landlord is willing to lease the First Offer Space, including the basic rent (which basic rent shall represent Landlord’s good faith estimate of the prevailing market rent for the ROFO space comparable to such First Offer Space and shall be those the same basic rent at which Landlord is willing to lease the Premises to third parties) for, and any allowance for construction of tenant improvements in, the First Offer Space. Landlord’s Offer Notice shall include such reasonable documentation as may have been relied upon by Landlord in its determination that the basic rent and other lease terms set forth in Landlord’s ROFO noticeOffer Notice are consistent with the market. Tenant shall have the right, within ten (10) business days after the date of Xxxxxx’s receipt of Landlord’s Offer Notice, to give Landlord written notice whether or not Tenant desires to lease the First Offer Space on the terms and conditions set forth in Landlord’s Offer Notice. Tenant’s failure to give Landlord written notice of its desire to lease such First Offer Space on the terms and conditions set forth in Landlord’s Offer Notice within such ten (10) business day period shall be deemed Tenant’s waiver of the right of first offer set forth herein with respect to the First Offer Space and Landlord shall thereafter have the right to lease such First Offer Space free and clear of any rights of Tenant hereunder but, upon termination of such lease the Tenant’s rights hereunder shall again become effective, as set forth below. Notwithstanding the foregoing, if Landlord thereafter changes the rental rate and/or any allowance for tenant improvements on which Landlord is offering the First Offer Space to third parties, and such change, when taken as a whole, is fifteen percent (15%) or more favorable to such third-party lessees than the rental rate and allowance for tenant improvements set forth in Landlord’s Offer Notice, then Landlord shall again offer the First Offer Space to Tenant on the terms set forth in this paragraph 55. If Tenant gives Landlord written notice that it desires to lease such First Offer Space in accordance with this paragraph 55 above, then Landlord and Tenant shall execute an amendment to this Lease that incorporates such First Offer Space into the Premises; provided, however. Tenant improvements , that the term of the lease as to such First Offer Space shall be adjusted for the period set forth in the Landlord’s Offer Notice (and such term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall may or may not be coterminous with the Tenn. This ROFO lease term for the Premises). Such amendment shall provide for Tenant to lease such First Offer Space at the basic rent, include any allowance for construction of tenant improvements, and otherwise be subject to all of the terms and conditions of this Lease to the extent not inconsistent with the economic terms set forth in Landlord’s Offer Notice. If Xxxxxx does not execute such lease amendment within fifteen (15) days after the date Landlord delivers a draft of the lease amendment to Tenant complying with this Lease, then Tenant’s right of first offer with respect to the First Offer Space shall be deemed terminated and Landlord shall have the right to lease such First Offer Space free and clear of any rights of Tenant hereunder. Tenant’s rights under this paragraph 55 shall be personal to TenantHemoSense, and shall not be transferable or assignable to any assignee of this Lease, except to an assignee which is not transferable. Any attempted assignment or transfer by Tenant a Permitted Transferee; provided, however, that HemoSense hereby agrees and acknowledges that, notwithstanding such Permitted Transferee’s exercise of the ROFO right of first offer set forth herein, HemoSense shall remain jointly and severally liable with such Permitted Transferee for any and all of the obligations of the Tenant under this Lease, as applicable to the First Offer Space. In furtherance of the foregoing, the right of an assignee of the rights hereunder which is a Permitted Transferee to exercise the right of first offer set forth herein shall be null subject to the condition precedent that HemoSense and voidsuch Permitted Transferee execute an amendment to this Lease stating that HemoSense and such Permitted Transferee will be jointly and severally liable under this Lease with respect to the First Offer Space. Should Landlord receive Tenant’s rights under this paragraph 55 shall be void and of no force and effect and shall confer no rights on Tenant during any period that an offer Event of Default exists under this Lease. Notwithstanding anything to the contrary contained in this paragraph, in the event that, after Tenant shall have waived (or shall have been deemed to have waived) its right to lease the SuiteFirst Offer Space pursuant to this paragraph 55, such First Offer Space again becomes available as a result of the expiration or earlier termination of a lease entered into by Landlord and a third party, such First Offer Space shall notify Tenantbe re-offered to Tenant in accordance with the terms and conditions of this paragraph 55. If Tenant leases the First Offer Space pursuant to this paragraph 55 during the last three (3) years of the Initial Term, and the term of the lease as to such First Offer Space (as set in Landlord’s Offer Notice) extends beyond the expiration date of such Initial Term (i.e., the date that is sixty (60) months after the Commencement Date of this Lease), Tenant shall have the right to extend the Initial Term with respect to the Premises for only such period of time as may be necessary to make the term of the lease with respect to the Premises coterminous with the term as to the First Offer Space. The extension right granted pursuant to this paragraph 55 must be exercised by Tenant by written notice to Landlord given concurrently with Xxxxxx’s notice of its desire to lease the Suite First Offer Space on the same terms and conditions of Landlord’s Offer Notice. Upon such exercise, the Initial Term shall be deemed extended, and the option granted pursuant to paragraph 54 above may exercised only as to both the Premises, with alignment Premises and the First Offer Space at the expiration of the Suite lease terms extended Initial Term. The basic rent payable during the extended Initial Term shall be equal to one hundred percent (100%) of the market rate and determined in accordance with the Premises lease terms. [The rest procedure set forth in paragraph 54; provided, however, such market rate shall in no event be less than the basic rent in effect at the expiration of this page intentionally left blank. Signatures on the next page]Initial Term.

Right of First Offer. If there is Provided no continuing Event event of Default by default has previously occurred, Tenant and shall have a one time right of first offer (the Tenant is occupying “Right of First Offer”) to lease space located on the Premises and has fourth (4th) floor of the Building (“RFO Space”) as its becomes available, provided that such Right of First Offer shall not otherwise assigned include space subject to a right of renewal or sublet all or expansion in favor of an existing tenant. Whenever any portion of the Leased PremisesRFO Space becomes available (the “RFO Available Space”), then Landlord shall provide Tenant with written notice of availability, which notice shall have a Right state the date when renovation of First Offer the RFO Available Space could begin (the “ROFOAvailability Date”) ), Base Annual Rent for the RFO Available Space, and other critical terms upon which Landlord would be willing to lease the office suite in the building known as Suite 157 RFO Available Space (the “SuiteRFO Terms”) located adjacent to ); provided, the Premises. Commencing upon execution of Base Annual Rent for the Lease and expiring twenty-four (24) months prior to RFO Available Space shall reflect the expiration of the Term, Landlord shall notify Tenant of prevailing market rate for such space becoming available and on the Availability Date as reasonably determined by Landlord. Tenant shall have ten (10) business days after such notification to notify Landlord that accept Landlord’s offer. Tenant’s failure to respond timely shall constitute an election not to exercise Tenant’s Right of First Offer as provided by this Section 32. If Tenant elects to lease such space. if Tenant fails to deliver notice to exercise its Right of First Offer, Landlord of its election to exercise the ROFO, and Tenant shall be deemed promptly execute a new lease or amendment to have elected not to exercise the ROFO. The base rent, terms and conditions this Lease for the ROFO space RFO Available Space incorporating the RFO Terms and providing that the payment of Base Annual Rent and additional rent shall commence upon the earlier of (i) ninety (90) days from the Availability Date, or (ii) substantial completion of any tenant improvements to be those set forth in performed by Landlord and/or Tenant pursuant to the RFO Terms. Landlord shall deliver the RFO Available Space no later than the Availability Date, subject to Landlord’s ROFO noticeright and obligation to complete any tenant improvements contemplated by the lease for the RFO Available Space following the Availability Date. If Tenant does not exercise its Right of First Offer on the RFO Available Space, Tenant’s Right of First Offer as to the RFO Available Space shall forever terminate and Landlord may offer the same to potential tenants on the same material conditions as the RFO Terms; provided, however. Tenant improvements shall be adjusted , if, prior to securing the first new tenant for the term remaining under RFO Available Space, Landlord must materially alter the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal RFO Terms from those presented to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant then the RFO Available Space shall again be subject to Tenant’s Right of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]First Offer.

Right of First Offer. If there So long as Tenant is no continuing Event not in default under this Lease, on the terms and conditions set forth in this Paragraph 46.4, Tenant shall have a right of Default by first offer to lease any contiguous space on the first floor lobby level of the Building if and when it becomes available (the "RFO Space"). RFO Space will not be considered available if the tenant occupying the RFO Space agrees with Landlord to extend or renew its lease. Prior to leasing RFO Space to any third party (other than a current tenant of the RFO Space), Landlord will first advise Tenant in writing of the amount of available RFO Space and the date the available RFO Space will be available for the commencement of tenant improvement work. Tenant is occupying shall have seven (7) business days after receiving such notice from Landlord to notify Landlord in writing that Tenant desires to expand the Premises to include all of the available RFO Space. If tenant does not timely notify Landlord of Tenant's desire to lease the available RFO Space, Landlord shall be free to lease the available RFO Space to any person or entity on whatever terms or conditions Landlord desires. If Tenant timely notifies Landlord of Tenant's desire to lease all the offered RFO Space, Landlord and Tenant (or their representatives) shall promptly commence good faith negotiations regarding the terms and conditions on which this Lease shall be amended to include the available RFO Space. If Landlord and Tenant have not reached agreement in writing on the such terms and conditions within thirty (30) days after the date Landlord receives Tenant's written notice exercising its rights under this Paragraph 46.4, which agreement shall be evidenced only by the execution of a written lease amendment setting forth such terms and conditions, unless otherwise agreed in writing by Landlord and Tenant, Tenant's exercise of its rights under this Paragraph 46.4 with respect to the offered RFO Space will expire, and Tenant shall not be obligated to lease the RFO Space from Landlord, and Landlord shall be free to lease the RFO Space (or any portion thereof) to any person or entity it desires. Tenant's rights under this Section 28(c) shall be null and void if Tenant has not otherwise assigned or sublet all or subleased any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord Premises or assigned any of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining rights under the this Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page].

Right of First Offer. If there is no continuing Event Landlord hereby grants Tenant a right of Default by Tenant first offer to purchase the Property on the terms and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a conditions set forth in this Section 1 (“Right of First Offer Offer”). If, prior to the last day of the forty-eighth (48th) full calendar month after the earlier to occur of (x) the first anniversary of the Commencement Date or (y) the issuance of a certificate of occupancy for the Building, Landlord shall desire to market the Property or otherwise solicit an offer to purchase the Property (a “ROFOROFO Sale Offering”) ), then Landlord shall not make any ROFO Sale Offering without first delivering to lease Tenant a written notice of the office suite in the building known as Suite 157 ROFO Sale Offering (the “SuiteROFO Notice”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO). The base rent, ROFO Notice shall include the material terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and voidSale Offering, including the proposed purchase price (the “ROFO Purchase Price”). Should Landlord receive an offer to lease For thirty (30) days following receipt of the SuiteROFO Notice, Landlord shall notify TenantTIME BEING OF THE ESSENCE, and Tenant shall have the right to lease elect, by written notice to the Suite Landlord (a “ROFO Exercise Notice”), to purchase the Property on the same material terms set forth in the ROFO Notice. If Tenant fails to deliver a ROFO Exercise Notice within such thirty (30)-day period, then Landlord may thereafter attempt to sell (and sell) the Property at a purchase price and on other terms and conditions relevant to the economic consideration for the transaction, that, considered as the Premisesa whole, with alignment are not less than 90% of the Suite lease ROFO Purchase Price and other terms and conditions relevant to the economic consideration for the transaction set forth in the ROFO Notice, considered as a whole. The period prior to the ROFO closing date, including any due diligence inspections, and the closing under the Right of First Offer shall be conducted in accordance with the Premises lease terms of the ROFO Sale Offering. Notwithstanding the ROFO Sale Offering terms, Landlord shall convey good and marketable fee simple title to the Property to Tenant by special warranty deed and related documents of conveyance typical of a North Carolina commercial real estate closing, subject only to the permitted exceptions as of Landlord’s acquisition of the Property, ad valorem taxes and assessments for the then current calendar year and subsequent years, matters of zoning, matters that would be revealed by a current survey, utility easements granted in connection with the development of the Property and any amendments to any declarations of covenants conditions and restrictions applicable to the Property that either were entered into without Landlord’s consent or were approved by Tenant before being entered into by Landlord and other exceptions to title that do not materially interfere with the use of the Property as an office building (collectively, “Permitted Exceptions”). [To the extent that any material terms are not addressed in the ROFO Sale Offering, the customary practices of commercial real estate closings in North Carolina shall apply; provided, however, that (a) except for the deed warranties, any conveyance of the Property to Tenant pursuant to this Section 1 will be on an as-is, where-is, with-all-faults basis, without further representation or warranty of any kind, express or implied, and (b) it will be a condition of any such sale that the Lease be terminated effective upon closing. Time is of the essence as to this Section 1. Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of a ROFO Exercise Notice this Section 1 shall automatically become null and void. If an Event of Default occurs under the Lease after issuance of a ROFO Exercise Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 1 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant. The rest rights granted to Tenant under this Section 1 are personal to the originally-named Tenant and may not be assigned to any party other than a Permitted Transferee Notwithstanding the foregoing, the provisions of this page intentionally left blank. Signatures Section 1 shall not apply to any foreclosure sale or conveyance in lieu of foreclosure, but shall be reinstated with respect to the succeeding owner(s) of the Property on the next page]terms and conditions set forth above.

Right of First Offer. If there is no continuing Event Promptly following the receipt of Default by Tenant and any Sale Notice, the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion Company shall deliver written notice to Windward of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant receipt of such space becoming available notice and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant Windward shall have the right to lease make an offer to purchase the Suite on Company in accordance with this Paragraph 3G. Windward shall have the same terms as the Premisesright, with alignment exercisable within 30 days of the Suite lease receipt of the Company's notice, to submit an offer to purchase the Company by delivering a written proposal (the "Windward Purchase Proposal") to the Company and the other holders of Company Securities, which proposal will set forth in reasonable detail the terms and conditions upon which Windward will agree to purchase the Company in a Sale of the Company, including the Company Securities or assets to be acquired and the consideration to be paid. If as a result of the consummation of the Sale of the Company pursuant to the terms of the Sale Proposal that the Initiating Holders intend to accept pursuant to Paragraph 3D, (a) the holders of Series D Preferred Stock would receive an aggregate amount equal to the aggregate Series D Liquidation Value, (b) the holders of Series C Preferred Stock would receive an aggregate amount less than the aggregate Series C Liquidation Value and (c) the holders of Series C-1 Preferred Stock would receive an aggregate amount less than the aggregate Series C-1 Liquidation Value, the Initiating Holders shall deliver written notice (the "Windward First Offer Notice") to Windward to such effect and Windward shall have the right (the "Windward First Offer Purchase Right") to purchase the Company in accordance with the Premises lease termsterms set forth in the Windward Purchase Proposal. [The rest Within 10 days following receipt of the Windward First Offer Notice, Windward may exercise the Windward First Offer Purchase Right by delivering written notice (the "Windward Purchase Notice") of such election to the Company and each of the other Shareholders within 10 days following the receipt of the Windward First Offer Notice. If Windward elects to exercise the Windward First Offer Purchase Right, (i) within 10 days following receipt of the Windward Purchase Notice, the Company (and/or each Shareholder, if the Windward Purchase Proposal is an offer to acquire Company Securities by sale, merger or otherwise), must accept the Windward Purchase Proposal, including entering into any related definitive agreement(s) and consummating the Sale of the Company in accordance with the terms and conditions thereof and (ii) Windward shall be obligated to purchase the Company in accordance with the terms set forth in the Windward Purchase Proposal; provided, however, that any obligation or other liability of any selling Shareholder will be individual to such Shareholder (and not joint or joint and several) and will be limited to the net amount of proceeds received by such Shareholder from such sale; provided, further, that representations, if any, required by any Shareholder shall be limited to the status of its title to the interests it is selling. If Windward does not deliver a Windward Purchase Notice within the 10-day period referred to above, the Initiating Holders shall have the right to accept any Sale Proposal and effectuate the Sale of the Company pursuant to this page intentionally left blank. Signatures on the next page]Part 3.

Right of First Offer. If there Subject to (x) the initial leasing of such space to a third party and (y) the rights of third parties existing as of the date this Lease is no continuing Event of Default fully executed and delivered by Tenant both parties without contingency and the Tenant is occupying rights of tenants under the Premises and has not otherwise assigned or sublet all or any portion initial leasing of the Leased Premisessuch space, then Tenant shall have a one-time right of first offer (the “Right of First Offer (“ROFOOffer”) on (I) certain portions of the third (3rd) floor of the Building and (II) certain portions of the fourth (4th) floor of the building on the Property known as “Building 5” (each, as more particularly labeled in Exhibit H attached hereto as “Future Acacia Expansion Right of First Offer”, a “ROFO Space”) upon the following terms and conditions. Landlord will notify Tenant of its plans to market a ROFO Space for lease to any unrelated third party (the “ROFO Notice”), which ROFO Notice shall specify Landlord’s estimate of the fair market rent for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Within five (5) Business Days following its receipt of any ROFO Notice, Tenant shall have the right to accept the same by written notice to Landlord. If Tenant notifies Landlord within such five (5) Business Day period that it wishes to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the TermROFO Space, Landlord shall notify Tenant of such space becoming available and Tenant shall have execute an amendment to the Lease incorporating the ROFO Space into the Premises upon the terms contained in the ROFO Notice within ten (10) days after such notification Business Days following Landlord’s delivery to Tenant of a form therefor. If Tenant fails to notify Landlord within said five (5) Business Day period that Tenant elects intends to lease such space. if Tenant the ROFO Space or fails to deliver notice to Landlord execute Landlord’s form of its election to exercise the ROFOamendment for such ROFO Space within ten (10) Business Days of receipt from Landlord, (i) Tenant shall be deemed to have elected waived its rights with respect to such ROFO Space and Landlord shall be entitled, but not required, to exercise the ROFO. The base rent, lease all or any portion of such ROFO Space to any third party or parties on such terms and conditions conditions, including, without limitation, 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, and (ii) the Right of First Offer with respect to such ROFO Space shall be of no further force or effect, except that in the event that Landlord offers the ROFO space Space at less than 90% of the fair market rent specified in the ROFO Notice, or if twelve (12) months have passed since the date of the ROFO Notice and Landlord has not leased the ROFO Space, then the Right of First Offer shall be those deemed not waived by Tenant, shall be reinstated and Landlord will again offer the ROFO Space to Tenant in accordance with the procedure set forth in Landlord’s ROFO notice, provided, howeverabove. Tenant improvements shall be adjusted for the term remaining under Notwithstanding any contrary provision of the Lease. The term for any space leased by Tenant under , the exercise Right of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to TenantFirst Offer, and is not transferable. Any attempted assignment or transfer any exercise by Tenant of the ROFO Right of First Offer shall be null void and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite of no effect unless on the same terms as date Tenant notifies Landlord that it is exercising such right and on the Premises, with alignment commencement date of the Suite lease terms with amendment for a ROFO Space: (i) no Default exists at the time of the ROFO Notice or at the commencement of the term for such ROFO Space and (ii) the original Tenant named herein or an Affiliate pursuant to a Permitted Transfer is itself occupying the entire Premises lease terms. [The rest at the time of this page intentionally left blank. Signatures on the next page]ROFO Notice and at the commencement of the term for such ROFO Space.

Right of First Offer. If Landlord and Tenant agree that commencing -------------------- with the Lease Commencement Date and continuing throughout the Term, provided Tenant is in possession of the Premises and there is no continuing shall not then exist an uncured Event of Default by Tenant of this Lease and subject to the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion superior rights of the Leased Premisesthird parties, then Tenant shall have a Right the right of First Offer (“ROFO”) first offer to lease the office suite from Landlord all space in the building known as Suite 157 Building to which a lease expires without a pre-existing right of renewal or extension during the initial Term ("Additional Premises"). For the “Suite”) located adjacent purpose of helping Tenant to the Premises. Commencing plan for expansions under this Section, upon execution of the Lease and expiring twenty-four (24) months prior reasonable written notice to the expiration of the TermLandlord, Landlord shall provide Tenant with a schedule of possible Additional Premises which schedule shall indicate the location, square footage, date the lease for the location expires, any option(s) to renew and other right(s) under the lease and the date(s) such option(s) to renew and right(s) must exercised for any possible Additional Premises. Tenant agrees to keep confidential any information provided on such schedules. If and as Additional Premises become available, Landlord shall so notify Tenant in writing. The Annual Basic Rent shall be at the rental rate set forth in Section 1.B.(1), plus the cost of such space becoming available and any improvements. Upon receipt of Landlord's notice, Tenant shall have ten (10) business days after the date of such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord accept or reject Landlord's proposal in writing. If Tenant rejects Landlord's proposal, Tenant's right of first offer for the then-available and offered Additional Premises shall terminate and be of no further force and effect. Tenant's declination of any of the then-available and offered Additional Premises shall not affect its election right to exercise this space in the ROFOfuture under Tenant's Right to Expand, Tenant nor other space which may become available pursuant to the terms hereof. The foregoing right of first offer shall not be severed from this Lease or separately sold, assigned or transferred and shall be deemed subject to have elected not to exercise the ROFO. The base rentfollowing additional conditions, terms and conditions namely: (a) that the Annual Basic Rent for the ROFO space any Additional Premises shall be those at the rental rate set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for Section 1.B.(l); (b) that the term remaining under the Lease. The lease term for any space leased by Tenant under Additional Premises shall run concurrently with this Lease; (c) that the exercise square footage of its ROFO the Additional Premises shall be coterminous with credited towards the Tenn. This ROFO shall be personal 5,000 square feet of expansion space that Landlord is required to Tenant, make available during any l8-month period during the initial Term and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and (d) that Tenant shall have enter into an amendment to this Lease to incorporate the right Additional Premises and make corresponding modifications to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest provisions of this page intentionally left blank. Signatures on the next page]Lease.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent Subject to the Premises. Commencing upon execution provisions of Section 26 of the Lease and expiring twenty-four (24) months prior to provided Tenant is not in default under the expiration Lease beyond any applicable cure period at the time of Tenant's exercise of the TermOption or provided Tenant is not in default under Section 13.1(a) of the Lease, beyond any applicable cure period at the commencement of the Option term and subject to all other options held by tenants of the Building as of the date of this Lease, then at any time after the initial leasing of the Option Space, Tenant shall have the right of first offer with respect to any space that becomes available in the Building (the "Option Space"). Prior to leasing any of the Option Space, Landlord shall notify give Tenant written notice of its intent to lease the Option Space and the material terms and conditions under which Landlord would agree to lease the Option Space, including, without limitation, rent, escalations, term, tenant allowance, concessions and security, if applicable. Tenant may exercise such right only as to all of the Option Space described in the Landlord's notice and on all of the terms set forth in Landlord's notice, and not to merely a part of such space becoming available and Option Space or some of such terms. Tenant shall have ten fifteen (1015) days after such notification in which to notify provide Landlord that Tenant elects to lease such space. if Tenant fails to deliver with written notice to Landlord of its election to exercise such right and ten (10) business days thereafter to execute an amendment incorporating the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however's notice and such other terms as are acceptable to Landlord. Tenant improvements Such notice shall be adjusted for the term remaining under given in accordance with Section 40 of the Lease. The term for any space leased by If Tenant under the exercise does not give Landlord written notice of its ROFO election to lease such Option Space on such terms within the fifteen (15) day period or if Tenant fails to execute an amendment in form and substance acceptable to Landlord within the ten (10) business day period described above, Landlord shall thereafter be coterminous with free to lease such Option Space to a third party on substantially the Tenn. This ROFO shall be personal same economic terms (e.g., rent, tenant improvements) that Landlord offered to Tenant, with no further obligation to Tenant. If Landlord offers the Option Space to a third party on economic terms that are not substantially similar to those offered to Tenant, then Landlord shall again be obligated to offer the Option Space to Tenant in accordance with the provisions of this Paragraph 9. In the event that Landlord offers any space to Tenant pursuant to this right of first offer, and is Tenant elects not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suitespace, the space so offered shall no longer be subject to this right of first offer, and thereafter Landlord shall notify Tenant, and not be obligated to offer said space to Tenant shall have the right to lease the Suite on the same terms until such time as the Premises, with alignment Option Space again becomes available for leasing following the expiration of the Suite a lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]for such Option Space to a third party tenant.

Right of First Offer. The Shareholder shall have a right of first offer (“Right of First Offer”) for a period commencing on the Closing Date and ending one (1) year thereafter (“Right of First Offer Period”) in the event that the Prospect Parties wish to sell all or substantially all of (i) the StarCare Shares, the APAC Shares and/or the Pinnacle Shares, or (ii) the assets and/or business operations of StarCare, APAC or Pinnacle acquired in the Transaction, exclusive of sales or transfers of stock or assets of StarCare, APAC and/or Pinnacle among the Prospect Parties or their subsidiaries or affiliate (“Covered Sales”). If during the Right of First Offer Period the Prospect Parties desire to make a Covered Sale then it shall furnish Shareholder a notice setting forth the terms and conditions, determined by the Prospect Parties, of its requirements to make its desired Covered Sale (“ROFO Notice”). Shareholder shall have thirty (30) days after receipt of the ROFO Notice to elect, in writing, to be the purchaser of the Covered Sale at the price and on the such terms and conditions set forth in the ROFO Notice. Shareholder’s silence shall be deemed a rejection of the right to be the purchaser of the Covered Sale. If Shareholder timely and properly elects to be the purchaser of the Covered Sale, the closing shall take place within sixty (60) days of the ROFO Notice. The purchase price shall be paid in cash at closing. If Shareholder does not timely elect to be the purchaser of the Covered Sale, the Prospect Parties shall be free to make the Covered Sale to any other purchaser, provided that if the Prospect Parties intend to make such Covered Sale at a price less than 95% of the price described in the ROFO Notice or on terms materially more favorable to a purchaser than those set forth in the ROFO Notice, the Prospect Parties shall give Shareholder written notice setting forth the applicable purchase price and terms and conditions, and Shareholder shall have thirty (30) days to elect in writing to be the purchaser of the Covered Sale at such purchase price and on such terms and conditions. Notwithstanding the foregoing, in the event that there is no continuing Event of Default pending legal action (including arbitration under Section 9.2) filed by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased PremisesProspect Parties against Shareholder alleging breach of this Agreement or otherwise seeking Prospect Indemnifiable Damages (as defined in Section 7.2) in an amount equal or exceeding Five Hundred Thousand Dollars ($500,000) at the time the Prospect Parties intend to make a Covered Sale, then Tenant then, in order to exercise the Right of First Offer, the Shareholder must pay all cash to the Prospect Parties; the parties agreeing to utilize the present value of any promissory note which is part of the ROFO Notice in calculating the purchase price if part of the price to be paid by a third party, as set forth in the ROFO Notice, is by means of a promissory note. Furthermore, notwithstanding anything to the contrary in this Agreement, the Shareholder shall not have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to TenantOffer, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant Prospect Parties shall have the unfettered absolute right to lease and authority, for the Suite period commencing on the Closing Date and ending one hundred and eighty (180) days thereafter to sell, transfer or otherwise dispose of any or all of the Medical Clinics, the corporate offices operating out of the same terms building as the PremisesMedical Clinics and the Clinic Storage Space (i.e., with alignment of the Suite lease terms with Euclid Clinic, the Premises lease terms. [The rest of this page intentionally left blank. Signatures on Anaheim Clinic, the next page]Anaheim Hills Clinic, the Euclid Corporate Office and the Clinic Storage Space) without first offering them to the Shareholder.

Right of First Offer. If there During the term of this lease but subject to the prior rights of any other party, if any, tenant is no continuing Event hereby granted a Right of Default by Tenant and First Offer on the Tenant is occupying fifth (5th) floor space which may from time to time become vacant (the Premises and has not otherwise assigned or sublet all or "ROFO Space"). Before Landlord markets any portion of the Leased PremisesROFO Space to any party other than the then current occupant, if any, or those having a prior right, Landlord will notify Tenant of the availability and description of the ROFO Space and the basic terms under which Landlord is going to market the ROFO Space and Tenant will have the first opportunity to lease such ROFO Space prior to other third parties. Within seven (7) days of such notice, time being of the essence, Tenant shall give Landlord a notice that it either does or does not wish to enter into a Lease with Landlord for the ROFO Space. In the event that Tenant's notice provides that it does not wish to enter into a Lease for the ROFO Space or if Tenant fails to give Landlord the notice of its desires respecting the ROFO Space within the foregoing required seven (7) day period, then Landlord shall be entitled to proceed to market and/or lease the ROFO Space to a third party free and clear of Tenant's right of first offer and such right shall be deemed terminated with respect to the ROFO Space described in the notice from Landlord. In the event that Tenant gives Landlord a notice as required in the preceding paragraph that it wishes to lease the ROFO Space from Landlord, then Tenant shall have a Right of First Offer thirty (“ROFO”30) to lease days from the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution date of the notice within which to sign a new lease covering the ROFO Space or to amend this Lease and expiring twenty-four (24) months prior to by adding the expiration of ROFO Space. In the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if event Tenant fails to deliver notice sign such a lease or amendment to this Lease within said thirty (30) day period, time being of the essence, then Landlord shall be entitled to proceed to market and/or lease the ROFO Space to a third party free and clear of its election to exercise the ROFO, Tenant such right and such right shall be deemed terminated with respect to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth Space described in the notice from Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page].

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned upon expiration or sublet all or any portion earlier termination (of the Leased Premisesinitial term or renewal term, then Tenant if extended) of any sublease for the second (2nd) floor of the Building, Sublandlord desires to sublease any space in the second floor (the “Proposed Sublease Space”), Sublandlord shall notify Subtenant in writing of the proposed terms and conditions for such sub-sublease (“Sublandlord’s Notice”). Subtenant shall have a Right seven (7) days after receipt of First Offer (“ROFO”) Sublandlord’s Notice to notify Sublandlord in writing of Sublandlord’s election to lease the office suite Proposed Sublease Space on the terms stated in Sublandlord’s Notice. If Subtenant notifies Sublandlord within such seven-day period of Subtenant’s desire to lease the building known as Suite 157 Proposed Sublease Space, Subtenant and Sublandlord shall enter into a lease on the proposed terms an conditions stated in Sublandlord’s Notice. If, however, Subtenant fails to notify Sublandlord of Subtenant’s election to lease the Proposed Sublease Space within such seven-day period or, if Sublandlord and Subtenant, through no fault of Sublandlord, fail to execute a lease within thirty (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (1030) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver the date of Subtenant’s notice to Landlord of its election to exercise the ROFOSublandlord, Tenant Subtenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of waived its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer right to lease the Suite, Landlord shall notify Tenant, Proposed Sublease Space at such time and Tenant Sublandlord shall have the right to lease the Suite Proposed Sublease Space to any third party on substantially the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]stated in Sublandlord’s Notice without further notice to Subtenant.

Right of First Offer. If there is no continuing Event (a) Provided that this Lease shall be in full force and effect without default on the part of Default by Tenant, and that the leased premises are for sale, Lessor shall first give to Tenant and notice of Lessor's willingness to sell the leased premises to Tenant is occupying for the Premises and has not otherwise assigned or sublet all or any portion of sales price set forth in such notice (the Leased Premises, then "Price Notice"). Tenant shall have 15 days after Landlord gives the Price Notice to agree to purchase the leased premises for such price or reject the Price Notice. If Tenant does not return a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution copy of the Lease and expiring twentyPrice Notice to Lessor indicating thereon Tenant's unconditional agreement to so purchase within such 15-four (24) months prior to day period, the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant Price Notice shall be deemed rejected. If Tenant rejects or is deemed to have elected not to exercise rejected the ROFO. The base rentPrice Notice, terms and conditions for the ROFO space Lessor shall be those free to sell the leased premises to any other person or entity at the price stated in the Price Notice or at any higher price and on such commercially comparable terms as may have been set forth in Landlord’s ROFO notice, providedthe Price Notice. If, however. Tenant improvements shall be adjusted for , Lessor does not convey the term remaining under leased premises to such other person within 150 days after the Lease. The term for any space leased by Tenant under date Lessor gave the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to TenantPrice Notice, and is not transferable. Any attempted assignment or transfer if the leased premises are for sale, Lessor shall again offer the leased premises to Tenant by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify TenantPrice Notice as provided herein, and Tenant shall have the same right to lease agree to purchase the Suite on leased premises or reject the same terms Price Notice. In the event Tenant agrees to purchase the leased premises as provided herein, Lessor and Tenant shall diligently and in good faith negotiate and execute a formal contract of sale for the Premisesleased premises within ten (10) business days after such agreement is given to Tenant. If Lessor and Tenant do not succeed in so negotiating and executing such formal contract of sale within such ten (10) day period, with alignment or if Lessor shall convey the leased premises within the 150-day period as aforesaid, this right of first offer shall then and thereupon be extinguished. Time is and shall be of the Suite lease terms essence with respect to all of the Premises lease terms. [The rest of time periods set forth in this page intentionally left blank. Signatures on the next page]SUBSECTION 30(A).

Right of First Offer. If there is no continuing Event of Default by Tenant and either PSP or PEGI (as applicable, the Tenant is occupying the Premises and has not otherwise assigned or sublet “ROFO Offeree”) desires to transfer all or any portion of its ownership interests in a Subject Project Company to any Person who deals at arm’s length with such ROFO Offeree, other than to a Permitted Transferee, the Leased PremisesROFO Offeree shall give PSP or PEGI, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 applicable (the “SuiteROFO Offeror”) located adjacent written notice setting forth the details of the ownership interest to be transferred (the “Subject Ownership Interest”) and any other material terms of the proposed transfer reasonably known or anticipated by the ROFO Offeree (a “ROFO Notice”). Within forty-five (45) calendar days after delivery of a ROFO Notice, the ROFO Offeror shall either: (i) deliver a written offer to the Premises. Commencing upon execution of ROFO Offeree to purchase the Lease and expiring twenty-four Subject Ownership Interest (24a “ROFO Offer”) months prior or (ii) deliver a written notice to the expiration of ROFO Offeree that the TermROFO Offeror will not make a ROFO Offer (a “ROFO Declination”). If the ROFO Offeror fails to deliver either a ROFO Offer or a ROFO Declination within such forty-five (45)-day period, Landlord shall notify Tenant of such space becoming available and Tenant shall the ROFO Offeror will be deemed to have delivered a ROFO Declination. Unless a ROFO Offer is accepted pursuant to written notice from the ROFO Offeree to the ROFO Offeror within ten (10) calendar days after following the delivery of a ROFO Offer (the “ROFO Acceptance Period”), such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant ROFO Offer shall be deemed to have elected not been rejected by the ROFO Offeree. In the event that the ROFO Offeree validly rejects a ROFO Offer or the ROFO Offeror delivers or is deemed to exercise have delivered a ROFO Declination, subject to complying with its obligations under the ROFO. The base rentheading “Tag-Along Rights”, the ROFO Offeree shall be free to transfer the applicable Subject Ownership Interest to any Person; provided that in the event the ROFO Offeror has previously delivered a ROFO Offer that was rejected by the ROFO Offeree, the ROFO Offeree shall only be permitted to enter into a definitive agreement to transfer the applicable Subject Ownership Interest (A) during the nine month period following the expiration of the ROFO Acceptance Period, (B) at a price greater than or equal to 105% of the price offered in the ROFO Offer and (C) on terms and conditions for (economic and otherwise) that are not materially less favorable (in the aggregate) to the ROFO space shall be those Offeree than the terms and conditions set forth in Landlord’s the ROFO noticeOffer. If at the end of such nine month period the ROFO Offeree shall not have completed the transfer of the Subject Ownership Interest, providedthen it shall once again be required to comply with this ROFO provision. If a ROFO offer is accepted during the ROFO Acceptance Period the ROFO Offeror shall acquire the Subject Ownership Interest, however. Tenant improvements and the ROFO Offeree shall transfer the Subject Ownership Interest to the ROFO Offeror at the price set forth in the ROFO Offer; provided that neither party shall be adjusted for the term remaining under the Lease. The term for required to provide any space leased by Tenant under the exercise of its ROFO shall be coterminous representations or warranties with the Tenn. This ROFO shall be personal respect to Tenantsuch transfer other than customary fundamental representations and warranties as to ownership, title and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]due authorization.

Right of First Offer. If there is no continuing Event Tenant has not been in default beyond any applicable notice or cure periods in any of Default by Tenant its obligations under this Lease more than once per year during the Lease Term, and the Tenant is occupying not in default of its obligations under this Lease beyond any applicable notice and cure periods at the Premises and has not otherwise assigned or sublet all or any portion time of Tenant's exercise, during the Leased Premisesoriginal Term, then Tenant shall have a the one-time Right of First Offer (“"ROFO”") to lease any space that is located on the office suite in the building known as Suite 157 fifth (5th) floor (the “Suite”"ROFO Space") located adjacent when it becomes available, subject to the Premises. Commencing upon execution prior rights of tenants existing as of the Lease and expiring twenty-four (24) months date of this Lease. When Landlord is notified that space will be available, prior to marketing the expiration of the Term, space for lease. Landlord shall notify Tenant in writing of such the size, location, Landlord's reasonable determination of the annual fair market rental (the "AFMR") for recent leases of comparable office space becoming available in the Development, taking into consideration the additional rent then being charged to other tenants in the Development and other relevant factors, date of availability, length of term and other material business terms. Tenant shall then have ten (10) business days after to exercise its ROFO, during which, if requested by Tenant, Landlord agrees to meet with Tenant to discuss in good faith any modifications to the AFMR that Tenant may request, provided, that, Landlord shall have no obligation whatsoever to agree to any such notification to modifications pursuant thereto. If Tenant does not notify Landlord in writing that Tenant it elects to lease such space. if Tenant fails the ROFO Space within the ten (10) business day period, then Landlord thereafter may lease the ROFO Space to deliver a third party without any further notice to or right of Tenant and the ROFO shall terminate. If Tenant exercises its ROFO within such 10-day period. Landlord of its election and Tenant shall enter into a Lease Amendment stating the Basic Rent and Base Year as determined by the AFMR (as it may have been modified pursuant to discussions between Landlord and Tenant during the 10-business day exercise period), the ROFOTenant's Pro Rata Share adjusted to reflect the additional rentable square feet, and otherwise, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for let the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite Space on the same terms and conditions as this Lease, except that the Premises, with alignment provisions of Section 4 of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Lease shall not apply.

Right of First Offer. If there (A) COVENANT CREATING RIGHT OF FIRST OFFER. Subject to Subsection 23(B) below, if, at any time during the Term of this Agreement, Licensor desires to sell the Hotel System for operating the hotel aspects of a Hotel/Casino establishment in Tunica, Mississippi (the “TUNICA RIGHTS”), Licensor shall first send written notice of such election to Licensee (the “OFFER NOTICE”), which Offer Notice shall generally specify the initial fee (i.e., Territory Fee), recurring fees (i.e., Annual Fee and Continuing Fee), and term, if any for which Licensor is no continuing Event willing to sell the Tunica Rights (the “OFFER TERMS”). Licensee shall have ninety (90) days from the date of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion its receipt of the Leased Premises, then Tenant shall have a Right Offer Notice to provide Licensor written notice (the “ACCEPTANCE NOTICE”) of First Offer Licensee’s intent to exercise its right of first offer (“ROFO”). In addition to evidencing Licensee’s election to purchase the Tunica Rights for the Offer Terms, the Acceptance Notice shall specify a closing date for such sale, which date shall be not more than sixty (60) days after the date of the Acceptance Notice. The failure of Licensee to lease the office suite exercise its ROFO within such ninety (90) day period shall result in the building known ROFO being waived as Suite 157 to the Tunica Rights. If: (i) Licensee does not timely exercise its right to purchase the Tunica Rights (or any portion thereof) pursuant to this Agreement; (ii) Licensee gives written notice to Licensor of Licensee’s election to waive its ROFO with respect to the Tunica Rights; or (iii) having exercised its ROFO, Licensee fails to close on the purchase of the Tunica Rights at the Offer Terms within sixty (60) days after the date of the Acceptance Notice, then Licensor shall be free to sell the Tunica Rights (free and clear of Licensee’s ROFO) for not less than ninety-five 95% of the Offer Terms and upon such other terms as Licensor may desire, for a period of one (1) year after the later of (x) the date of the Offer Notice, or (ii) if Licensee elects to purchase the Tunica Rights but fails to timely close at the Offer Terms, then the date which is sixty-one (61) days after the Acceptance Notice (the “SuiteOPEN SALE PERIOD”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]).

Right of First Offer. If there is no continuing During the term of this Lease, Landlord agrees to give Tenant a Right of First Offer to lease any other space (the “Expansion Space”) (subject to the prior agreement with the State of Maryland under Lease at the Building) that becomes available in the Building. Landlord shall notify the Tenant in writing if space becomes available. Tenant shall have five (5) days to agree, in writing, to lease the space being offered at Landlord’s then current rental rate for comparable space in the Building. In the event Tenant elects to lease the space, Landlord shall present to Tenant and Tenant shall execute within. fifteen (15) days of receipt, an Amendment to Lease Agreement reflecting the same terms and conditions as set forth in this Lease Agreement, other than a redefinition of the Premises to include the Expansion Space and the rent to be paid for the Expansion Space. Landlord shall deliver the premises to the Tenant in “as is” condition. The failure of Tenant to take action in the manner or time periods set forth or the commission of Tenant of an Event of Default by Default, as defined herein, shall render this Right of First Offer null and void and of no further force or effect. EXHIBIT F PURCHASE AND SALE OF PROPERTY Provided that this Lease remains in full force and effect and provided that Tenant is not in default hereunder, Tenant shall have a “Right of First Opportunity” during the term of this Lease to purchase the Property and the Building (referred to herein collectively, as the “8510 Property”) on the terms and conditions contained in this Exhibit F. Prior to any voluntary sale of the 8510 Property or the Project by Landlord. Landlord shall notify Tenant is occupying in writing of its intention to market for sale or otherwise sell the Premises entire Project or the 8510 Property by itself, as applicable, (the “Sale Notice”), which Sale Notice shall set forth Landlord’s intended sale price for the 8510 Property (the “Proposed Price”) and other proposed material terms of such sale, and shall have Landlord’s proposed form of purchase and sale agreement attached (the “Proposed Terms”), and for the period commencing with the date of the Sale Notice and terminating thirty (30) days thereafter (the “ROFO Period”), . Tenant shall have the opportunity to elect to purchase the 8510 Property at a price equal to the Proposed Price (the “Acceptance Notice”). If Tenant sends the Acceptance Notice to Landlord within the ROFO Period, Landlord and Tenant shall negotiate a purchase and sale agreement which shall be substantially in the form attached to the Sale Notice and reflect the terms set forth in the last paragraph of this Exhibit F’, for twenty-one (21) days after the date of the Acceptance Notice (the “Negotiation Period”). If (A) Tenant fails to deliver the Acceptance Notice to Landlord within the ROFO Period, or (B) the parties fail to enter into a binding purchase and sale agreement, within the Negotiation Period, or (C) Tenant fails for any reason to complete the purchase and sale transaction, then, subject to the terms of the next sentence, Tenant shall have no further rights under this Exhibit F. which shall expire and be of no further force or effect, and Landlord shall be free to sell the 8510 Property, by itself or as part of a portfolio sale of the Project, to any other parry or parties on such terms as Landlord may elect. If Landlord has not otherwise assigned sold the 8510 Property within nine (9) months (or sublet such longer period of time as Landlord may require if Landlord is in ongoing good faith negotiations with a third party at the end of such nine (9) month period, as evidenced by any exchange of offers and counteroffers in the form of term sheets, letters of intent and/or drafts of purchase and sale agreements between Landlord and a third party) after the later of the Acceptance Notice or the end of the Negotiation Period, then Tenant shall again have a Right of First Opportunity to purchase the 8510 Property under this Exhibit F. Without limiting any term of this Exhibit F, following any sale of the 8510 Property to any party other than Tenant conducted after Landlord complies with the terms of this Exhibit F, Tenant shall have no further rights under this Exhibit F which shall have terminated in accordance with the terms hereof, and be of no further force or effect. Landlord shall have the right to market the 8510 Property and/or the Project to others prior to and during the ROFO Period, subject, however, to Tenant’s “Right of First Opportunity” as contained in this Exhibit F. If Tenant timely delivers the Acceptance Notice, then Tenant shall deposit in an escrow established by Landlord and Tenant a cash deposit equal to Eve percent (5%) of the sale price (to be applied to the purchase price at closing), and shall consummate such sale within sixty (60) days after the end of the Negotiation Period. If the parties enter into a binding purchase and sale agreement and if Tenant defaults in the performance of its obligations to close the sale in accordance with this Exhibit F and any other agreement of the parties relating to such sale, Tenant shall forfeit its deposit as liquidated damages under such contract and Tenant shall have no further rights under this Exhibit F, which shall expire and be of no further force or effect, and Landlord shall be free to sell the 8510 Property, by itself or as part of a portfolio sale of the Project, to any other parry or parties on such terms as Landlord may elect at any time after such default. Notwithstanding anything to the contrary contained herein, the Right of First Opportunity shall not apply to (A) a transfer between any of the partners or members of Landlord, nor any of the members, partners or other equity- or beneficial owners of the constituent partners or members of Landlord, (B) any mortgage, deed of trust, ground lease or other financing of the 8510 Property or the Project, (C), any transfer as a result of the exercise of any remedies available to a mortgage of the 8510 Property or the Project, including without limitation, foreclosure of any mortgage on the 8510 Property or the Project, or a deed in lieu thereof, or (D) any transfer for nominal or no consideration to a legal entity controlling, controlled by or under common control with Landlord. Upon request Tenant shall provide to Landlord written confirmation duly executed in record able form that confirms that the provisions of this Exhibit F have been complied with or met as to any conveyance of all or any portion of the Leased Premises8510 Property or the Project, then Tenant provided however that an affidavit of a member, officer or principal of Landlord recorded with the land records of Baltimore County stating that the provisions of this Exhibit F have been complied with or met as to any conveyance of all or any portion of the 8510 Property or the Project shall have a Right conclusively establish compliance therewith as to any third party or parties.. The closing of First Offer the purchase and sale transaction (“ROFOSettlement”) shall occur on a date mutually agreed to lease by Landlord and Tenant which is not later than sixty (60) days from the office suite end of the Negotiation Period in the building known as Suite 157 manner set forth in the purchase and sale agreement. All rights and obligations under this Lease (including the payment of rentals) shall continue until the date of the Settlement. Upon payment of the purchase price, a Special Warranty Deed (the “SuiteDeed”) located adjacent containing covenants for further assurances and against encumbrances for the Property shall be executed by Landlord at Tenant’s expense. The Deed shall convey good and merchantable title to the Premises8510 Property to Tenant in fee simple, together with all the rights, alleys, waters, privileges, appurtenances and advantages thereto. Commencing upon execution Subject to the provisions of this Lease, Real Property Taxes, metropolitan charges, and other governmental assessments on the Real Property shall remain the responsibility of Landlord up to the date of Settlement. There shall be an apportionment of such taxes, charges, or assessments as of the Lease date of Settlement. The cost of all documentary stamps, state, county and/or municipal recordation taxes, property transfer taxes, and expiring twenty-four (24) months prior to other taxes imposed upon the expiration transfer of the Term, Landlord Property shall notify Tenant of such space becoming available and be paid by Tenant. Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such spacepay for preparation of all necessary conveyance papers and notary fees, costs of title examination, and tax certificate. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant The 8510 Property shall be deemed to have elected not to exercise the ROFOconveyed “AS-IS” without any representations or warranties. The base rentEXHIBIT G Hazardous Chemical List Chemical Abstracts Substance No. On-Hand Use Storage 1, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however4-Dioxane CAS#123-91-1 0 Sol. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Cab.

Right of First Offer. If there is Provided no continuing Event of Default by has occurred under this Lease, if a party unaffiliated with Landlord or Tenant and requests that Landlord provide such third party with a proposal for the Tenant is occupying use of available retail space on the Premises and has not otherwise assigned or sublet all or any portion first floor of the Leased Premises, then Tenant shall have Building as a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Termretail coffee shop or bakery that does not serve lunch or dinner, Landlord shall notify Tenant of thereof in writing ("Landlord's Notice"), which notice shall set forth the material business terms (including without limitation, the rent, term, permitted use, tenant allowance (if any) and other material business terms) upon which Landlord would be willing to lease such space becoming available and for such use. Within five (5) Business Days after its receipt of Landlord's Notice, Tenant shall have ten the right (10the "Right of First Offer") days after such notification to notify Landlord that in writing whether Tenant elects desires to enter into a lease such spaceto operate a Coffee Shop on the terms set forth in Landlord's Notice. if If Tenant fails to deliver such notice to Landlord of its election to exercise within the ROFOtime period specified, Tenant shall be deemed to have elected not to exercise the ROFORight of First Offer. The base rentIf Tenant elects, or is deemed to have elected, not to exercise the Right of First Offer, Tenant shall have no further rights hereunder with respect to such space and Landlord shall be free to lease the space in question to any third party at any time on any terms and conditions acceptable to Landlord; provided, however, that Landlord shall not lease the space in question to any third party for use as a coffee shop or bakery that does not serve lunch or dinner for a rental rate that is less than 95% of the ROFO space shall be rent set forth in Landlord's Notice, or on business terms that are materially more favorable to the tenant than those set forth in Landlord’s ROFO notice's Notice, providedwithout again offering the space to Tenant on such more favorable terms, howeverwhereupon the procedure set forth above in this Section 31(b) shall begin again. If Tenant improvements notifies Landlord of its desire to lease the space in question on the terms set forth in Landlord's Notice, Landlord and Tenant shall promptly proceed to negotiate in good faith a Coffee Shop Lease substantially identical to this Lease, except as follows: (i) the terms of the Coffee Shop Lease shall conform to the terms set forth in the Landlord's Notice, (ii) the use of the premises shall be solely for a first class retail coffee shop and bakery serving beverages, pastries and related items for "eat-in" and "take-out" service, (iii) services provided by Landlord, and the corresponding operating expenses to be paid by Tenant, shall be adjusted as required for a retail food service operation (including, without limitation, reflecting that Tenant shall provide its own janitorial services for the term remaining under Coffee Shop premises), and (iv) the parties shall make such other modifications as may be reasonably necessary to reflect the retail nature of the Coffee Shop Lease. The term for any space leased by If Landlord and Tenant under the do not enter into a mutually acceptable Coffee Shop Lease within ten (10) Business Days after Tenant's exercise of its ROFO Right of First Offer as set forth above, then this Section 31(b), as well as the option set forth in Section 31(a) above, shall be coterminous with the Tenn. This ROFO void and of no further force or effect and Landlord shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer free to lease the Suitespace in question, or any other space, to any other party at any time on any terms and conditions acceptable to Landlord. Notwithstanding anything herein to the contrary, the Right of Fist Offer shall be void and of no further force or effect upon Landlord shall notify Tenantexecuting a valid lease for a coffee shop, and Tenant shall have bakery or similar use within the right Building with a third party tenant, subject to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blankSection 31(b). Signatures on If Landlord delivers a Landlord Notice pursuant to this Section 31(b) during the next page]Option Period described in Section 31(a), the terms of Section 31(a) shall control.

Right of First Offer. If there is no continuing Event Provided that at the time of Default by Tenant and the exercise Tenant is occupying the Premises not then in default beyond any applicable notice and has not otherwise assigned or sublet all or any portion of the Leased Premisescure periods, then Tenant shall have a Right one time right of First Offer (“ROFO”) first offer with respect to lease the office suite any space in the building known as Suite 157 Building on the first, second or third floors that may become available (the “SuiteROFO Space”), provided at least three (3) located adjacent to years remain under the PremisesExtended Term. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten in writing (10“Landlord’s ROFO Notice”) no later than fifteen (15) days after the ROFO Space becomes legally available to lease, or at Landlord’s option, such notification earlier time as Landlord shall be in a position to project when the ROFO Space will be legally available to lease, advising Tenant of such projected date. Tenant shall then have fifteen (15) days in which to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlordwriting exercising Tenant’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer right to lease the Suite, Landlord shall notify Tenant, and ROFO Space on the terms described herein. If Tenant shall have exercises the right to lease the Suite on ROFO Space, Landlord and Tenant shall thereafter negotiate in good faith for a period of thirty (30) days a lease amendment adding the same ROFO Space to the Premises under the Lease in accordance with the terms as and conditions set forth in this Section 11. The right to lease the PremisesROFO Space shall, with alignment at Landlord’s election, be null and void if a default is then occurring beyond any applicable notice and cure period at the date Landlord would otherwise notify Tenant of the Suite availability of the ROFO Space or at any time thereafter and prior to commencement of the lease terms with for the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]ROFO Space.

Right of First Offer. If there is no Subject to the provisions of this Section 2.7, Tenant shall have a continuing Event right of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet first offer for all or any portion of the Leased PremisesBuilding known as 00 Xxxxxx Xxxxxx that may hereafter become vacant and available (the “Option Space”). Prior to entering into any lease for all or any portion of the Option Space, then Tenant Landlord shall have a Right of First Offer notify Tenant, in writing (“ROFOLandlord’s ROFO Notice”) that the Option Space is available for lease and the terms and conditions upon which the Option Space is available, which terms and conditions shall be at fair market value, which may or may not include a leasehold improvements allowance. Provided that at the time of Landlord’s ROFO Notice (i) no Event of Default by Tenant exists under the Lease which is uncured and continuing on the part of Tenant; and (ii) Tenant, or any entity which succeeds to Tenant’s rights hereunder pursuant to a Permitted Transfer, is in occupancy of at least sixty five percent (65%) of the Premises for its own business purposes, Tenant may, by giving written notice to Landlord within ten (10) business days after Tenant’s receipt of Landlord’s ROFO Notice, elect to (a) reject Landlord’s ROFO Notice or (b) accept Landlord’s offer to lease the office suite Option Space upon the terms and conditions set forth in Landlord’s ROFO Notice. If Landlord’s ROFO Notice is rejected by Tenant, by Tenant giving Landlord written notice within the aforementioned ten (10) business day period, the parties agree to negotiate in good faith for a five (5) day period following such rejection to reach an agreement on the terms and conditions for the Option Space. If, despite such good faith efforts, the parties are unable to come to an agreement within said five (5) day period, subject to the provisions of paragraph 3 of this Section 2.7, such rejection shall be deemed final. If Tenant fails to timely respond to Landlord’s ROFO Notice, such failure shall be deemed Tenant’s rejection of Landlord’s ROFO Notice. Without limitation, if said option is timely exercised, Landlord and Tenant agree to enter into an amendment to the Lease confirming the inclusion of the Option Space within the Premises and the adjustment to Annual Fixed Rent and all other charges payable under the Lease in accordance with the terms and conditions of Landlord’s ROFO Notice; provided that all other provisions of this Lease shall remain in full force and effect without modification. The Option Space shall be offered to Tenant in “as-is” condition (or as otherwise set forth in Landlord’s ROFO Notice). If Landlord’s ROFO Notice is rejected by Tenant (or deemed rejected for failure to timely respond to Landlord’s ROFO Notice), then Landlord may enter into a lease for the Option Space providing for an effective Annual Fixed Rent equal to or less than five percent (5%) less than that specified in Landlord’s ROFO Notice. For clarity, in the building known as Suite 157 event that the Landlord proposes to enter into a lease for the Option Space providing for an effective Annual Fixed Rent greater than five percent (the “Suite”5%) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Termless than that specified in Landlord’s ROFO Notice, Landlord shall notify Tenant of such space becoming available and terms by sending an additional Landlord’s ROFO Notice that will be subject to the terms of the preceding paragraph. Subject to the foregoing provisions of this paragraph, Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects no further option to lease such spacethe Option Space, and all obligations of Landlord with respect to the Option Space under this Section shall terminate and be of no further force and effect if Landlord’s ROFO Notice is rejected by Tenant (or deemed rejected for failure to timely respond to Landlord’s ROFO Notice). For clarity, if Landlord’s ROFO Notice is rejected by Tenant fails (or deemed rejected for failure to deliver notice timely respond to Landlord of its election to exercise the ROFOLandlord’s ROFO Notice), Tenant shall be deemed entitled to have elected not a continuing right of first offer for all or any portion of the Option Space for which Landlord subsequently enters into a lease agreement and that becomes vacant and available during the Term, subject to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those any superior rights set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous lease agreement with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant subsequent lessee(s) of the ROFO shall be null and voidOption Space. Should Landlord receive an offer to lease the SuiteFor clarity, Landlord shall notify Tenant, and Tenant shall have the right to extend the lease term of any such subsequent lessee(s) of the Suite Option Space other than Novartis (as defined below), whether or not such subsequent lessee(s) have an option to extend, without an obligation to provide a ROFO Notice to Tenant with respect to such extension. Reference is made to that certain Lease by and between Landlord and Novartis Institute of BioMedical Research, Inc. (“Novartis”) pursuant to which Novartis leases from Landlord an aggregate of 39,383 rsf of the Building (consisting of 9,346 rsf on the same terms as the Premises, with alignment first floor of the Suite lease terms Building and 30,037 rsf on the second floor of the Building) (the “Novartis Lease”). Landlord represents and warrants that the Novartis Lease shall expire on February 28, 2019, unless terminated earlier in accordance with the Premises lease its terms. [The rest Landlord further represents and warrants there are no superior encumbrances to the first floor or second floor of the Building, including all or any portion thereof that is subject to the Novartis Lease. Notwithstanding anything to the contrary set forth herein or in the Novartis Lease, Landlord hereby acknowledges and agrees that Tenant’s right of first offer pursuant to this page intentionally left blankSection 2.7 shall be superior to Landlord’s ability to offer Novartis any extension of the lease term with respect to all or any portion of the Building that is subject to the Novartis Lease. Signatures on Landlord further agrees that it will not send Tenant a ROFO Notice with respect to the next page]Novartis space until the earlier of (i) the date that Landlord has entered into a signed letter of intent with Novartis regarding the early termination of such space or (ii) March 1, 2018, which is twelve (12) months prior to the scheduled expiration date of the Novartis Lease.

Right of First Offer. If there is no continuing (a) At any time after the Rights Trigger Date, if either Inland or LMLP (except if the Rights Trigger Date occurs because of an Event of Default by Tenant and an LMLP Partner) wishes to sell their Percentage Interest or cause the Tenant is occupying Partnership to sell any Qualified Asset (for the Premises and has not otherwise assigned or sublet all or any portion purposes of this section, such selling Partner, the Leased Premises“ROFO Offering Partner”), then Tenant the ROFO Offering Partner shall have deliver a Right of First Offer written notice (a “ROFOROFO Notice”) to lease the office suite in the building known as Suite 157 Other Partner (the “SuiteROFO Responding Partner)”) located adjacent specifying to the Premises. Commencing upon execution of ROFO Responding Partner in writing the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for (the “ROFO Terms”) and the price (the “ROFO Offer Price”) at which the ROFO space shall Offering Partner would be those set forth in Landlord’s willing to sell their entire Percentage Interest or the ROFO noticeOffering Partner would be willing to permit the Partnership to sell any of the Qualifying Assets, providedas the case may be, however. Tenant improvements shall be adjusted for to the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferableResponding Partner. Any attempted assignment ROFO Notice shall reference the invocation of this Section 11.1 and shall constitute an irrevocable offer from the ROFO Offering Partner to the ROFO Responding Partner to sell its entire Percentage Interest or transfer permit the sale by Tenant the Partnership of the stated Qualifying Assets, as the case may be, at the ROFO Offer Price. If the ROFO Responding Partner does not elect to buy the ROFO Offering Partner’s entire Percentage Interest or the stated Qualifying Assets, as the case may be, within forty-five (45) days following receipt of the ROFO Notice by delivering an election notice to the ROFO Offering Partner (the “ROFO Response Notice”), subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be null and void. Should Landlord receive an offer permitted to lease sell their entire Percentage Interest or the Suitestated Qualifying Assets on behalf of the Partnership, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premisescase may be, with alignment to a bona fide third party pursuant to an arm’s length transaction on terms not more favorable to such bona fide third party than the ROFO Terms and for an amount equal to or greater than the ROFO Offer Price (the “Required Third Party Price and Terms”). In the event the ROFO Responding Partner fails to timely deliver a ROFO Response Notice, subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be permitted to sell its entire Percentage Interest or any of the Suite lease terms with Qualifying Assets on behalf of the Premises lease terms. [The rest of this page intentionally left blank. Signatures on Partnership, as the next page]case may be, for the Required Third Party Price and Terms.

Right of First Offer. If there is no continuing Event Project. The term "Project Offer Space" herein means any rentable space in the Project, excluding the "Building Offer Space". Tenant shall not have any offer rights with respect to the initial leasing of Default by Tenant any Project Offer Space, but these offer rights shall apply when such initial leases expire or terminate. After the initial leasing of the Project Offer Space, in the event any Project Offer Space becomes available for lease at any time during the Term and the Tenant is occupying the Premises and has party, if any, in possession of such Project Offer Space does not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) desire to lease the office suite remain in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Termpossession, Landlord shall notify give Tenant written notice of the availability of such space becoming available Project Offer Space and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenantproposed Minimum Annual Rent for such Project Offer Space (determined as provided below), and Tenant shall have the right, at its option, to lease such Project Offer Space provided (a) Tenant delivers to Landlord written notice exercising its right to lease such Project Offer Space within 30 days of receipt of Landlord's notice of availability of such Project Offer Space, and (b) Tenant is not in default in any material respect under this lease at the Suite on time Tenant exercises its right to lease such Project Offer Space and at the same terms time Tenant is to take possession of such Project Offer Space. If Tenant fails to exercise timely its right to lease such Project Offer Space with respect to a particular notice of availability given by Landlord, Tenant will have no further right to lease such Project Offer Space, and this right of first offer shall terminate with respect to such Project Offer Space, provided, however, that any portion of such Project Offer Space that remains unleased as the Premises, with alignment of the Suite date that is six months following Landlord's notice of availability must be re-offered to Tenant in accordance with this Section. If Tenant elects to exercise its right to lease terms with such Project Offer Space, the Premises terms, conditions and covenants applicable to such Project Offer Space shall be as set forth in this lease, except that the Minimum Annual Rent regarding such space shall be equal to 102% of the Minimum Annual Rent that was scheduled to be paid (without accounting for abatement, offset or any other reduction) by the prior tenant of the Offer Space over the last lease terms. [The rest year in which the prior tenant paid or was to pay full Minimum Annual Rent, and such Minimum Annual Rent shall increase 2% (compounded) per lease year during the term of this page intentionally left blanklease with respect to the Offer Space, and the Project Offer Space shall be delivered to Tenant in an "as is" condition. Signatures The commencement date for the lease covering such space shall be the date following the exercise of such option on which such space is first made available to Tenant. If Tenant exercises its right to lease such space, Landlord and Tenant shall execute and deliver an appropriate amendment to this lease regarding the next page]lease of such space. The foregoing notwithstanding, Tenant shall have no right to lease any Project Offer Space unless at least two (2) full years remain in the Term hereof or unless Tenant has the right to extend the Term and does so in connection with its lease of the Project Offer Space. As noted above, Tenant shall not have any offer rights with respect to the initial leasing of any space in the Project, but these offer rights shall apply when such initial leases expire or terminate.

Right of First Offer. If there is no continuing Event Tenant shall have, during the Term hereof, a continuous right of Default by Tenant and the Tenant is occupying first offer to lease additional space contiguous to the Premises on the 5th and has not otherwise assigned or sublet all or any portion 6th Floors of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 Building (the “SuiteROFO Space”) located adjacent ). Tenant’s right of first offer shall be subject and subordinate to the Premises. Commencing upon execution all leases, options and rights of other third parties in existence as of the Lease and expiring twenty-four (24) months prior to date of mutual execution hereof. If at any time during the expiration of the initial Term, Landlord shall receive a bona fide offer from any third party to lease all or any part of the ROFO Space, which offer Landlord shall desire to accept, or all or any part of the ROFO Space becomes available for lease, then Landlord shall promptly notify Tenant of the existence of such space becoming available and offer (but Landlord shall not be obligated to disclose the economic or other terms of the third party offer) or the availability of such portion of the ROFO Space for lease. Tenant shall have may, within ten (10) business days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver thereafter, elect by written notice to Landlord of its election to exercise lease the ROFO, Tenant shall be deemed to have elected not to exercise ROFO Space on the ROFO. The base rent, same terms and conditions for the ROFO space shall be as those set forth in this Lease, including as to the Tenant Allowance, which shall be prorated based on the remaining term of this Lease at the time the ROFO Space is added to the Premises demised hereby, provided that no free/abated rent periods shall apply. Failure of Tenant to exercise the foregoing right within the prescribed time period above shall constitute a waiver of Tenant’s right as to that offer with respect to the ROFO Space mentioned in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on ROFO Space in Landlord’s sole discretion. If Tenant duly elects to exercise its right of first offer as aforesaid, Landlord shall prepare, and Tenant shall promptly execute, an amendment to this Lease to memorialize such election, provided, however, that failure of Tenant to execute such amendment shall not affect the same terms binding nature of Tenant’s election to exercise the right of first offer as the Premisesaforesaid. The right described in this paragraph is personal to Tenant and may not be exercised or be assigned, with alignment of the Suite lease terms with the Premises lease terms. [The rest of voluntarily or involuntarily, by or to any person or entity other than Tenant, and is not assignable separate and apart from this page intentionally left blank. Signatures on the next page]Lease.

Right of First Offer. If there So long as no event of default has occurred and Lessee is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion in sole occupancy of the Leased Premises, then Tenant during the Term, Lessee shall have a Right continuous right of First Offer (“ROFO”) first offer to lease the office suite space in the building known as Suite 157 Building (the “SuiteROFO Space”). Lessor intends to continue actively marketing the ROFO Space. Lessor shall deliver to Lessee a written notice (the “ROFO Notice”) located adjacent to the Premises. Commencing upon execution notifying Lessee that a bona fide third party has a bona fide interest in leasing some or all of the Lease ROFO Space and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant terms of such space becoming available and Tenant leasing (the “ROFO Terms”). Lessee shall have ten (10) business days after such notification receipt of the ROFO Notice within which to notify Landlord Lessor in writing that Tenant elects Lessee desires to lease all of the space specified in the ROFO Notice on the ROFO Terms. Failure by Lessee to notify Lessor within such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant ten (10) business day period shall be deemed to have elected an election by Lessee not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, applicable ROFO Space and Tenant Lessor shall have the right to lease such space to said third party tenant (or its designee) on terms substantially similar to the Suite ROFO Terms. In the event Lessor is unable to lease the ROFO Space to such third party (or its designee) or intends to lease the ROFO Space on terms substantially more favorable to the tenant than the ROFO Terms, then Lessee's right of first offer hereunder shall thereupon be in full force and effect, and Lessor shall be required to re-offer such ROFO Space to Tenant. In the event the ROFO Space is leased to a third party tenant after Lessee’s failure to lease the ROFO Space on the same terms ROFO Terms as provided herein, Lessee’s right of first offer hereunder shall expire and terminate and be of no further force or effect as to such ROFO Space and any remaining vacant space in the Building which is not adjacent to the Leased Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page].

Right of First Offer. If there is no continuing Event of Default by Section 49.01. Provided Tenant and the Tenant is occupying the Premises is, and has not otherwise assigned or sublet been throughout the term of this lease, fully compliant with all or any portion of the Leased Premisesterms, conditions and provisions herein imposed on Tenant, then Tenant shall have the first right, on a Right of First Offer (“ROFO”) one-time-per- space basis, to make an irrevocable offer to lease rentable spaces on the office suite twentieth (20th) floor in the building known Building, when, as Suite 157 (the “Suite”and if rentable space(s) located adjacent on said floor become available for rental. This right, however, is expressly made subject to the Premises. Commencing upon execution any agreements, terms, rights or entitlements of any other tenants or occupants of the Lease and expiring twenty-four (24) months prior to the expiration Building as of the TermCommencement Date, as defined herein. Upon Landlord becoming aware of the availability of rentable space(s) on said floor, Landlord shall notify Tenant of such space becoming available and same in writing. Tenant shall will then have ten fifteen (1015) days after such notification from receipt of Landlord's notice regarding the availability of a rentable space to notify Landlord that Tenant elects of its desire to lease such spacespace and said notice from Tenant shall set forth all of the material terms of Tenant's offer. if Tenant fails Landlord may accept or reject Tenant's offer, at its sole and absolute discretion; however, Landlord shall not be permitted to deliver notice reject Tenant's offer and then lease the subject space to a third party on terms less favorable to Landlord than those offered by Tenant. If Tenant does not respond to Landlord's notice regarding the impending availability of its election to exercise the ROFOan available space, Tenant shall be deemed to have elected not to exercise the ROFOwaived any rights it may have hereunder. The base rent, terms and conditions for the ROFO space shall be those Notwithstanding anything set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suiteherein, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite retain any space on the same terms as 20th floor for its own use, in which case the Premisesprovisions of this Article shall not apply. Moreover, with alignment Tenant's rights hereunder are not transferable and are deemed waived and terminated in the event of an assignment of this lease or a subletting of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Demised Premises.

Right of First Offer. If there is no continuing Event of Default by Provided that (a) Tenant and the Tenant or a Permitted Transferee is occupying the Premises entire Premises, (b) Tenant is not in Default under this Lease beyond applicable notice and cure periods, and (c) no third party, including any current tenant of the Project, has not otherwise assigned any superior rights of first offer or sublet all right of first refusal, Tenant shall have a right of first offer ("ROFO") to lease any space in the Project ("ROFO Space") if and when it becomes available. Prior to offering the ROFO Space (or any portion thereof) for lease to third parties, Landlord shall deliver to Tenant a written notice ("ROFO Notice"), which ROFO Notice shall constitute an offer to Tenant to lease the ROFO Space identified therein and shall set forth the Fair Market Rental Rate (defined in Exhibit G) for the ROFO Space, for a term which is coterminous with the Lease, but in no event less than sixty (60) months. This coterminous right shall not apply if Tenant has less than 60 months remaining in the Lease Term, unless Tenant has previously exercised or concurrently also exercises Tenant’s Renewal Option contained in Exhibit G. Tenant's ROFO shall be exercised, if at all, by written notice thereof delivered to Landlord within ten (10) business days following Landlord’s delivery of the Leased PremisesROFO Notice. If Tenant duly and timely exercises the ROFO by accepting in writing the offer to lease the entire ROFO Space identified in the ROFO Notice on the terms and conditions contained in the ROFO Notice, then Landlord and Tenant shall promptly amend this Lease to include such ROFO Space on the express terms and conditions set forth in the ROFO Notice. If Tenant disputes Landlord’s proposed Fair Market Rental Rate, Tenant shall respond in writing with its proposed Fair Market Rental Rate and if the parties cannot agree within ten (10) business days, the issue of Fair Market Rental Rate shall be submitted to arbitration in accordance with Exhibit G attached hereto, in which event Tenant shall be bound to lease the ROFO Space. If Tenant fails to respond in writing within the ten (10) business day period following delivery of the ROFO Notice, then Tenant shall be deemed to have a Right rejected the offer, and the ROFO and Tenant's rights under this section with respect to such ROFO Space then being offered to Tenant (but not the remainder of First Offer (“ROFO”the ROFO Space) shall terminate and be of no further force and effect and Landlord shall be free to lease such ROFO Space to another tenant without any obligation pursuant to this Exhibit I for a period of six (6) months after the office suite date that Landlord delivered the ROFO Notice to Tenant; if, after such six (6) month period, Landlord has not leased such ROFO Space, then Landlord shall deliver a revised ROFO Notice to Tenant and the procedure set forth in the building known as Suite 157 this Exhibit I shall once again apply. The ROFO shall be personal to Tenant (the “Suite”or any Permitted Transferee) located adjacent and may not be exercised or assigned, voluntarily or involuntarily, by or to the Premisesany person or entity other than such Tenant or Permitted Transferee and shall not be assignable separate and apart from this Lease. Commencing upon execution If Tenant has not exercised its ROFO in accordance with this Exhibit I above, and Landlord receives a bona fide proposal or makes a proposal for all or any of the Lease and expiring twenty-four (24) months prior to the expiration of the TermROFO Space, Landlord shall notify Tenant of the space for which there was such space becoming available a proposal and the terms received or offered. Tenant shall have ten three (103) business days after such notification within which to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the respond with an exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the 's right to lease the Suite on applicable ROFO Space that was the same subject of such proposal at the terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]contained in such proposal.

Right of First Offer. If there is no continuing Event of Default by Tenant and In the Tenant is occupying event that, during the Premises and has not otherwise assigned or sublet all Term, Avon NA or any portion of its Affiliates intends, desires or proposes to transfer, assign, sublicense, pledge, create an encumbrance or lien on or otherwise monetize in any manner its rights under any NA Licensed IP Rights (excluding any sublicenses of such NA Licensed IP Rights to Avon NA’s Subcontractors) (such rights, collectively, the Leased Premises“ROFO Rights” and any such transaction, then Tenant a “ROFO-Triggering Transaction”), whether such intent, desire or proposal is independent on the part of Avon NA or related to or arising from receipt by Avon NA of an unsolicited offer to do so, Avon NA shall, and shall cause its Affiliates to, provide written notice (an “Offer Notice”) to Avon International that Avon NA intends, desires or proposes to engage in a ROFO-Triggering Transaction (it being understood that (a) such Offer Notice shall set forth all material terms that Avon NA would seek in the event that the rights afforded to Avon International under this Section 6.02 were exercised by Avon International and Avon NA would enter into the ROFO-Triggering Transaction with Avon International (which terms sought by Avon NA and described in such Offer Notice shall be made in good faith and shall not be made with the purpose of frustrating or otherwise circumventing Avon International’s rights under this Section 6.02), and (b) in the event the Offer Notice is provided as a result of Avon NA receiving an unsolicited offer to engage in a ROFO- Triggering Transaction, such Offer Notice shall set forth all material terms of such offer). The provision of an Offer Notice shall constitute an offer (the “Offer”) by Avon NA to provide Avon EXHIBIT 10.64 International such ROFO Rights and engage in the ROFO-Triggering Transaction with Avon International on the terms set forth in such Offer Notice. Avon International shall have a Right of First thirty (30) day period commencing on the date the Offer (“ROFO”) to lease the office suite in the building known as Suite 157 is received by Avon International (the “SuiteOffer Period”) located adjacent in which to accept such Offer and, during the Offer Period (and, during the sixty (60)- period described in the following sentences of this Section 6.02, if applicable), Avon NA shall, and shall cause its Affiliates to, (i) reasonably cooperate with Avon International, and reasonably respond to Avon International, with respect to any information reasonably requested by Avon International in order to evaluate the ROFO-Triggering Transaction and (ii) not engage in any manner with respect to or be a party to any ROFO-Triggering Transaction with any Person other than Avon International (including by not making available to any such Person any confidential information with respect to the PremisesROFO Rights). Commencing upon execution At the same time, Avon International shall, during the Offer Period, use commercially reasonable efforts to evaluate and respond to the Offer in an expeditious manner. In the event that Avon International provides a notice of acceptance of the Lease and expiring twenty-four (24) months Offer to Avon NA prior to the expiration of such Offer Period, the Parties shall negotiate in good faith the terms of definitive agreements which shall reasonably reflect the material terms of the Offer. If Avon International fails to notify Avon NA of its acceptance of such Offer prior to the expiration of the TermOffer Period, Landlord shall notify Tenant of such space becoming available or if Avon International accepts the Offer during the Offer Period but the Parties do not agree on and Tenant shall have ten enter into definitive agreements within sixty (1060) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver following the date of Avon International’s notice to Landlord of its election to exercise the ROFOacceptance (other than as a result of Avon NA’s breach of this Agreement or otherwise acting in bad faith), Tenant Avon International shall be deemed to have elected not to exercise the ROFO. The base rentdeclined such Offer, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant which case Avon NA shall have the right to lease negotiate and enter into definitive agreements with respect to such ROFO-Triggering Transaction with any third party on identical or more favorable, in the Suite on aggregate, as to Avon NA, terms and conditions as were set forth in the same terms as Offer Notice. For the Premisesavoidance of doubt, with alignment of the Suite lease terms Avon NA and Avon International shall comply in all respects with the Premises lease terms. [The rest of procedures set forth in this page intentionally left blank. Signatures on the next page]Section 6.02 with respect to any newly proposed ROFO-Triggering Transaction.”

Right of First Offer. If there is no continuing Event at any time during the Term of Default by Tenant this Lease, the -------------------- ROFR Space shall become vacant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premisesavailable for occupancy, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known then, except as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Termhereinafter provided, Landlord shall notify Tenant in writing (the "Offer Notice") that the ROFR Space will be available for leasing, which Offer Notice shall set forth the date on which the ROFR Space will be available for leasing and Landlord's good faith determination of the market Base Rent and all other financial considerations for such space becoming available and ROFR Space (including, for example, any tenant improvements allowance). If Tenant shall have desire to lease such ROFR Space, Tenant shall notify Landlord in writing ("Tenant's Election Notice") within ten (10) business days after such notification receipt of the Offer Notice. If Tenant delivers a Tenant's Election Notice, then Tenant shall be irrevocably obligated to lease the ROFR Space in accordance with the provisions of this Section. If Tenant shall fail to notify Landlord that Tenant elects to lease of such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFOwithin such ten (10) business day period, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of irrevocably waived its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer right to lease the Suite, ROFR Space and Landlord shall notify Tenant, and Tenant shall have the right to lease such ROFR Space or any portion thereof to a third party, on such terms as Landlord may elect, but subject to Tenant's right of first refusal set forth above. If Tenant elects to lease the Suite ROFR Space, then (i) the ROFR Space shall be added to and deemed part of the Premises upon all of the terms and conditions contained in this Lease except as otherwise set forth in this Section; (ii) the Base Rent shall be the Base Rent set forth in the Offer Notice; (iii) Tenant's obligation to pay rent with respect to the ROFR Space shall commence on the same terms date Landlord makes the ROFR Space "available" (as the Premises, with alignment set forth in Paragraph B of Exhibit B hereof); (iv) Tenant's Proportionate Share shall be proportionately increased and (v) Landlord and Tenant shall execute and deliver to each other an amendment to this Lease setting forth (1) a description of the Suite lease terms with ROFR Space, (2) the Premises lease terms. [The rest effective date of this page intentionally left blank. Signatures on the next page]inclusion of the ROFR Space, and (3) the increase in Base Rent and Proportionate Share resulting from such inclusion.

Right of First Offer. If there is no continuing Event Subject to any pre-existing rights of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion other tenants currently in occupancy as of the Leased Premisesdate of this Lease, then and provided Tenant in not in default, Landlord shall have a grant Tenant the "Right of First Offer" to lease any space that becomes available for lease (i.e. a space becomes vacant or a tenant does not renew their lease, whether or not pursuant to any option) on the third (3rd) floor of the Building which is contiguous to the Premises (the "Offer (“ROFO”Space") prior to marketing the Offer Space to any third party prospective tenant. Landlord shall first offer Tenant the right to lease the office suite Offer Space in accordance with the rental terms and conditions proposed by Landlord, but in no event greater then the "Prevailing Fair Market Rental Rate" being charged in the building known as Suite 157 Building and other comparable first class office buildings in the Fairfield, New Jersey office sub-market over the previous three months (the “Suite”) located adjacent "Offer Notice"). Notwithstanding the previous sentence, in the event the Offer Notice is provided to Tenant during the Premises. Commencing upon execution of the Lease and expiring twenty-four first twelve (2412) months prior to following the expiration of Commencement Date, (i) the Termrental rate for the Offer Space shall be the same rental rate, on a square foot basis, as the rental rate in this Lease, and (ii) Landlord shall notify provide the same amount of Tenant of such space becoming available and Work (prorated) as provided in this Lease. Tenant shall have ten (10) days after such notification from the receipt of Landlord's Offer Notice to notify Landlord that Tenant elects respond, in writing, time being of the essence, by either (i) electing to exercise its Right of First Offer to lease such space. if the Offer Space as presented in Landlord's Offer Notice, in which case Landlord and Tenant fails will promptly finalize negotiations and execute an amendment to deliver notice to Landlord of its election to exercise this Lease incorporating the ROFO, Tenant shall be deemed to have elected not to exercise Offer Space and the ROFO. The base rent, terms and conditions for leasing same within thirty (30) days; or (ii) rejecting the ROFO space Offer Space, in which case Landlord shall be those set forth free to lease said space to any third party prospects. If Tenant does not respond within said ten (10) days, or fails to timely exercise its rights hereunder, then this Right of First Offer shall lapse, and Landlord may lease the Offer Space to third parties. This Right of First Offer shall not be applicable: (i) during the last twelve (12) months of the lease Term, unless Tenant has renewed the Lease or is in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under good faith negotiations to renew the Lease. The term for , or (ii) during any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment renewal or transfer by Tenant extension terms of the ROFO shall be null and void. Should Lease, or (iii) if Tenant rejects two or more offers presented by Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]in accordance herewith.

Right of First Offer. Before entering into a lease with anyone else during the term hereof respecting any previously leased space in the Building, Landlord shall notify Tenant of the availability of such space for rent. Provided Tenant gives written notice of its desire to lease such space within fifteen (15) business days after receipt of said notice from Landlord, Tenant shall be considered to have exercised the right of First offer and to have agreed to accept the additional space for a lease term that is co-terminus with the Lease Term hereunder, as such may be extended as provided herein, at the same rental rate as is then in effect for the original Demised Premises, with an improvement allowance to fit-out the additional space in an amount reduced proportionally according to the remainder of the Lease Term. Landlord's notice may not be given more than six (6) months prior to the date as of which said space will become available for rent. If there Tenant fails to respond to said notice within said fifteen (15) business days period, or, after giving written notice of its exercise of its right, if Landlord and Tenant do not enter into a lease for such space within said thirty (30) day period, Tenant's rights under this Article 26 shall be deemed to have been waived and Landlord shall be free (without any further obligation to Tenant) to lease the space to any other party upon any terms and without any further obligation to Tenant, whether or not the terms of such lease are more or less favorable that those offered to Tenant. Tenant's right to exercise this right of first offer is no continuing subordinate, however, to any expansion or renewal options granted from time to time in leases to other tenants in the Building. This right of first offer for additional space shall be terminated during any period in which Tenant is in Default under any provisions of this Lease until said Default has been cured, provided, however, that if an Event of Default by Tenant exists, Landlord shall still give notice to Tenant as provided herein, and the provided further, that if Tenant is occupying the Premises shall cure such Default within ten (10) days of Landlord's notice, Tenant's rights under this Article 26 shall remain in full force and has effect. The period of time within which this right of first offer may be exercised shall not otherwise assigned be extended or sublet all or any portion enlarged by reason of Tenant's inability to exercise such rights because of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premisesforegoing provision. Commencing upon execution Time is of the Lease and expiring twenty-four (24) months essence. If Tenant fails to exercise its right of first offer in any instance when such right may arise, in writing, prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions applicable time period for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO such right, Tenant's right in the instance in question shall thereafter be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be deemed null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, void and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]no further force or effect.

Right of First Offer. If there Provided Tenant is no continuing Event not then in default under the terms, covenants and conditions of Default the Lease and subject to superior rights of other tenants of the Building as of the execution of this Amendment, Tenant shall have the one-time right of first offer to lease any space on the fourth and/or fifth floors of the Building (any such space, referred to as an “Expansion Space”) at such time as an Expansion Space is vacated by the prior tenant and Landlord proposes to offer such space to the public for lease. In such event, Landlord shall give written notice to Tenant of the date of availability of the Expansion Space and the Tenant is occupying terms and conditions on which Landlord intends to offer it to the Premises public and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right period of First Offer ten (“ROFO”10) business days in which to exercise Tenant’s right to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent Expansion Space pursuant to the Premises. Commencing upon execution of terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Lease and expiring twenty-four (24) months prior Expansion Space to the expiration of the Termany third party on whatever basis Landlord desires, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after no further rights with respect to that particular portion of the Expansion Space. Without limiting the generality of the foregoing, if Landlord leases a particular Expansion Space to a third party pursuant to the preceding sentence and such notification to notify Landlord that Expansion Space is subsequently vacated again during the Term of this Lease or any renewal hereof, Tenant elects shall not have a new right of first offer to lease such spaceSpace. if If Tenant fails exercises its right to deliver notice lease hereunder, effective as of the date Landlord delivers the Expansion Space, the Expansion Space shall automatically be included within the Premises and subject to Landlord of its election to exercise all the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for of the ROFO space shall be those Lease, except as set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, notice and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]follows:

Right of First Offer. If there is no continuing Event of Default by Tenant and the Provided that Tenant is occupying not in default of any material provision of this Lease at the time of exercise, Tenant shall have the right of first offer to lease the approximately 8,000 square feet of space adjacent to the Premises (the "Additional Space") on the following terms and has not otherwise assigned or sublet conditions. If at any time during the initial term of this Lease, all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to Additional Space becomes available for lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Termafter such space has first been occupied by another tenant, Landlord shall notify Tenant of the portion of the Additional Space available (the "Offered Space") and the rent and other terms and conditions upon which Landlord would be willing to lease the Offered Space ("Landlord's Notice"). Tenant shall have five (5) business days after receipt of Landlord's Notice to notify Landlord in writing of Tenant's election to lease the Offered Space on the terms stated in Landlord's Notice. If Tenant notifies Landlord within such space becoming available five-day period of Tenant's desire to lease the Offered Space, Landlord and Tenant shall have ten enter into an amendment to this Lease adding the Offered Space to the Premises and modifying the Basic Rent and any other terms affected by the addition of the Offered Space. If, however, Tenant fails to notify Landlord of Tenant's election to lease the Offered Space within such five-day period or, if Landlord and Tenant, through no fault of Landlord, fail to execute an amendment to this Lease within thirty (1030) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver the date of Tenant's notice to Landlord of its election to exercise the ROFOLandlord, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of waived its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer right to lease the Suite, Offered Space at such time and Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite Offered Space to any third party on substantially the same terms as stated in Landlord's Notice without further notice to Tenant. For the Premisespurposes of this Article 52, with alignment of the Suite lease terms Additional Space shall not be deemed to be "available for lease" if Landlord is negotiating with the Premises existing tenant or tenants of such space for a renewal or extension of its lease terms. [The rest of this page intentionally left blank. Signatures on the next page]term.

Right of First Offer. If there is no continuing Event Commencing on February 1, 2008, subject to Landlord’s right to renew or extend any tenant lease executed prior to the date of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premisesthis Lease, then Tenant shall have a right of first offer (the “Right of First Offer (“ROFOOffer”) to lease the office suite any contiguous, unencumbered space that becomes available in the building known as Suite 157 Project (the “SuiteFirst Offer Space”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of during the Term. From time to time, Landlord shall notify Tenant of expected Lease expirations and/or availability in the Project which notice shall be given at least twelve (12) months before the date Landlord expects such space becoming to be available for Tenant (“Landlord’s Notice”). Landlord’s Notice shall specify the area and location of such space, the date on which Landlord expects such space to be available and the terms and conditions on which Landlord would be willing to lease such space to Tenant. Tenant shall have ten shall, within twenty (1020) days after such notification receipt of Landlord’s Notice, advise Landlord whether Tenant would be willing to notify Landlord that Tenant elects add the First Offer Space to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise Premises on the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO noticeNotice. If Tenant desires to add the First Offer Space on the terms described in Landlord’s Notice, providedLandlord and Tenant shall promptly execute an amendment to this Lease which adds the First Offer Space to the Premises. If Tenant does not exercise its Right of First Offer for the space described in Landlord’s Notice or fails to timely exercise its Right of First Offer, however. Tenant improvements Landlord shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer free to lease the SuiteFirst Offer Space described in Landlord’s Notice to others. If Landlord has not leased the First Offer Space within one hundred twenty (120) days, Landlord shall again be obligated to offer the space to Tenant pursuant to this Paragraph 37. If Tenant desires to add the First Offer Space but disagrees with Landlord’s determination of Base Rent, Tenant shall notify TenantLandlord of such disagreement within thirty (30) days after receipt of Landlord’s Notice in which case the Base Rent for the First Offer Space shall be determined in the manner set forth in Paragraph 34 of this Addendum and once determined, Landlord and Tenant shall have promptly execute an amendment to this Lease which adds the right First Offer Space to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease termsupon the terms specified in Landlord’s Notice with such Base Rent modification as may be determined in accordance with Paragraph 34 hereof. [The rest of this page intentionally left blankLANDLORD: TENANT: PONDVIEW PLAZA CORPORATION VITAL IMAGES, INC. Signatures on the next page]By: /s/ Xxxxxxx Xxxxx By: /s/ Xxx X. Xxxxxx Name: Xxxxxxx Xxxxx Name: Xxx X. Xxxxxx Title: Vice President Title: President & CEO

Right of First Offer. If there is no continuing During the term of this Lease, Landlord agrees to give Tenant a Right of First Offer to lease any other space (the “Expansion Space”) (subject to the prior agreement with the State of Maryland under Lease at the Building) that becomes available in the Building. Landlord shall notify the Tenant in writing if space becomes available. Tenant shall have five (5) days to agree, in writing, to lease the space being offered at Landlord’s then current rental rate for comparable space in the Building. In the event Tenant elects to lease the space, Landlord shall present to Tenant and Tenant shall execute within. fifteen (15) days of:receipt, an Amendment to Lease Agreement reflecting the same terms and conditions as set forth in this Lease Agreement, other than a redefinition of the Premises to include the Expansion Space and the rent to be paid for the Expansion Space. Landlord shall deliver the premises to the Tenant in “as is” condition. The failure of Tenant to take action in the manner or time periods set forth or the commission of Tenant of an Event of Default by Default, as defined herein, shall render this Right of First Offer null and void and of no further force or effect. EXHIBIT F PURCHASE AND SALE OF PROPERTY Provided that this Lease remains in full force and effect and provided that Tenant is not in default hereunder, Tenant shall have a “Right of First Opportunity” during the term of this Lease to purchase the Property and the Building (referred to herein collectively, as the “8510 Property”) on the terms and conditions contained in this Exhibit F. Prior to any voluntary sale of the 8510 Property or the Project by Landlord. Landlord shall notify Tenant is occupying in writing of its intention to market for sale or otherwise sell the Premises entire Project or the 8510 Property by itself, as applicable, (the “Sale Notice”), which Sale Notice shall set forth Landlord’s intended sale price for the 8510 Property (the “Proposed Price”) and other proposed material terms of such sale, and shall have Landlord’s proposed form of purchase and sale agreement attached (the “Proposed Terms”), and for the period commencing with the date of the Sale Notice and terminating thirty (30) days thereafter (the “ROFO Period”), .Tenant shall have the opportunity to elect to purchase the 8510 Property at a price equal to the Proposed Price (the “Acceptance Notice”). If Tenant sends the Acceptance Notice to Landlord within the ROFO Period, Landlord and Tenant shall negotiate a purchase and sale agreement which shall be substantially in the form attached to the Sale Notice and reflect the terms set forth in the last paragraph of this Exhibit F’, for twenty-one (21) days after the date of the Acceptance Notice (the “Negotiation Period”). If (A) Tenant fails to deliver the Acceptance Notice to Landlord within the ROFO Period, or (B) the parties fail to enter into a binding purchase and sale agreement, within the Negotiation Period, or (C) Tenant fails for any reason to complete the purchase and sale transaction, then, subject to the terms of the next sentence, Tenant shall have no further rights under this Exhibit F. which shall expire and be of no further force or effect, and Landlord shall be free to sell the 8510 Property, by itself or as part of a portfolio sale of the Project, to any other parry or parties on such terms as Landlord may elect. If Landlord has not otherwise assigned sold the 8510 Property within nine (9) months (or sublet such longer period of time as Landlord may require if Landlord is in ongoing good faith negotiations with a third party at the end of such nine (9) month period, as evidenced by any exchange of offers and counteroffers in the form of term sheets, letters of intent and/or drafts of purchase and sale agreements between Landlord and a third party) after the later of the Acceptance Notice or the end of the Negotiation Period, then Tenant shall again have a Right of First Opportunity to purchase the 8510 Property under this Exhibit F. Without limiting any term of this Exhibit F, following any sale of the 8510 Property to any party other than Tenant conducted after Landlord complies with the terms of this Exhibit F, Tenant shall have no further rights under this Exhibit F which shall have terminated in accordance with the terms hereof, and be of no further force or effect. Landlord shall have the right to market the 8510 Property and/or the Project to others prior to and during the ROFO Period, subject, however, to Tenant’s “Right of First Opportunity” as contained in this Exhibit F. If Tenant timely delivers the Acceptance Notice, then Tenant shall deposit in an escrow established by Landlord and Tenant a cash deposit equal to Eve percent (5%) of the sale price (to be applied to the purchase price at closing), and shall consummate such sale within sixty (60) days after the end of the Negotiation Period. If the parties enter into a binding purchase and sale agreement and if Tenant defaults in the performance of its obligations to close the sale in accordance with this Exhibit F and any other agreement of the parties relating to such sale, Tenant shall forfeit its deposit as liquidated damages under such contract and Tenant shall have no further rights under this Exhibit F, which shall expire and be of no further force or effect, and Landlord shall be free to sell the 8510 Property, by itself or as part of a portfolio sale of the Project, to any other parry or parties on such terms as Landlord may elect at any time after such default. Notwithstanding anything to the contrary contained herein, the Right of First Opportunity shall not apply to (A) a transfer between any of the partners or members of Landlord, nor any of the members, partners or other equity- or beneficial owners of the constituent partners or members of Landlord, (B) any mortgage, deed of trust, ground lease or other financing of the 8510 Property or the Project, (C), any transfer as a result of the exercise of any remedies available to a mortgage of the 8510 Property or the Project, including without limitation, foreclosure of any mortgage on the 8510 Property or the Project, or a deed in lieu thereof, or (D) any transfer for nominal or no consideration to a legal entity controlling, controlled by or under common control with Landlord. Upon request Tenant shall provide to Landlord written confirmation duly executed in record able form that confirms that the provisions of this Exhibit F have been complied with or met as to any conveyance of all or any portion of the Leased Premises8510 Property or the Project, then Tenant provided however that an affidavit of a member, officer or principal of Landlord recorded with the land records of Baltimore County stating that the provisions of this Exhibit F have been complied with or met as to any conveyance of all or any portion of the 8510 Property or the Project shall have a Right conclusively establish compliance therewith as to any third party or parties.. The closing of First Offer the purchase and sale transaction (“ROFOSettlement”) shall occur on a date mutually agreed to lease by Landlord and Tenant which is not later than sixty (60) days from the office suite end of the Negotiation Period in the building known as Suite 157 manner set forth in the purchase and sale agreement. All rights and obligations under this Lease (including the payment of rentals) shall continue until the date of the Settlement. Upon payment of the purchase price, a Special Warranty Deed (the “SuiteDeed”) located adjacent containing covenants for further assurances and against encumbrances for the Property shall be executed by Landlord at Tenant’s expense. The Deed shall convey good and merchantable title to the Premises8510 Property to Tenant in fee simple, together with all the rights, alleys, waters, privileges, appurtenances and advantages thereto. Commencing upon execution Subject to the provisions of this Lease, Real Property Taxes, metropolitan charges, and other governmental assessments on the Real Property shall remain the responsibility of Landlord up to the date of Settlement. There shall be an apportionment of such taxes, charges, or assessments as of the Lease date of Settlement. The cost of all documentary stamps, state, county and/or municipal recordation taxes, property transfer taxes, and expiring twenty-four (24) months prior to other taxes imposed upon the expiration transfer of the Term, Landlord Property shall notify Tenant of such space becoming available and be paid by Tenant. Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such spacepay for preparation of all necessary conveyance papers and notary fees, costs of title examination, and tax certificate. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant The 8510 Property shall be deemed to have elected not to exercise conveyed “AS-IS” without any representations or warranties. E D I T G Hazardous Chemical List Chemical Abstracts Substance No. On-Hand Use Storage If 1, 4-Dioxane CAS#123-91-1 0 Sol. Cab. 1-Butano1 CAS# 71-36-3 1 gal. 1 Gal/Yr. Sol. Cab. 2,4-Dinitrophenol CAS# 51-28-5 0 l gm/Yr. Lab. Acetaldehyde CAS#75-07-0 0 .05L/Yr Sol. Cab. Acetic Acid CAS#64-19-7 4 gal. 12 gal/Yr. Cab. –Acid/Base Acetone CAS# 64-19-7. 1 gal. 1 gal/Yr. Sol. Cab. Acetonitrile CAS#75-05-8. 4 gal. 16 gal/Yr. Sol. Cab. Acetophenone CAS#98-86-2 0 .01L/Yr. Sol. Cab. Acrylamide CAS# 79-06-1. 100 gm 100 gm/Yr. Lab. Benz]. Chloride CAS# 100-44-7 0 .01L/Yr. Sol. Cab. I Chloroform CAS# 67-66-3. 1 gal. 1.0 gm/Yr. Sol. Cab. Cresol (Cresylic Acid) CAS# 1319-77-3 0 .01L/Yr. Sol. Cab. Cyclohexane, CAS- 58-89-9 - 0 1 gal/Yr. Sol. Cab. hyl Acetate (I) . CAS# 141-78-6 0 O.1L/Yr. Sol. Cab. Ethyl Ether (I) CAS# 60-29-7 0 0.1L/Yr. Sol. Cab. Formaldehyde CAS# 50-00-0. .5L .01L/Yr. Sol. Cab. Formic Acid CAS# 64-18-6. .5L 10 gm/Yr. Lab Heptachlor CAS# 76-44-8 0 0.1L/Yr. Sol. Cab. Hydrochloric Acid CAS# 7647-01-0. 1 gal. 4 gal/Yr. Cab. Acid/Base Methanol CAS# 64-56-1. 4 gal. 12 gal/Yr. Sol. Cab. Phenol I CAST 108-95-2. .5L l0gm/Yr. Lab. Phosphoric Acid CAS= 7664-38-2. .5L 1 gt/Yr Cab. Acid/Base p-Nitroaniline CAS# 100-01-6 0 10 gm/Yr. Lab. Pyridine I CAS# 110-86-1 10 1L/Yr. Sol. Cab. Pyridine, 3-1-Methyl- CAS- 54-11-5 0 1L/Yr. Sol. Cab. 2-Pyrrolidinyl)-,& Salts Sodium Azide I CAS# 20000-00-0. 500 gm 10 gm/Yr. Lab. Sodium Hydroxide I CAS# 1310-73-2. 500 gm 100 gm/Yr. Lab. Sulfuric Acid C.C.S- 7664-93-9 1L 2gal/Yr. Cab. Acid/Base Toluene CAS- 108-88-3 0.1L 1 gal/Yr. Sol. Cab. ry-p an Blue CAS- 72-57-1 10 gm 1gm/Yr. Lab Xylene (I) I CAS# 1330-20-7 0.1L 0.1L/Yr. Sol. Cab. Solvents are used for general laboratory operations, such as extraction and chromatography procedures. Acids and bases are used in the ROFOpreparation of standard laboratory solutions employed in biomedical research. The base rent, terms Storage of solvenets will be in ventilated solvent cabinets designed for this purpose and conditions for already exist in the ROFO space shall facility. Storage of acids and bases will be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for ventilated and approved cabinets separate from the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenantsolvent storage cabinets, and is not transferablealso exist in the facility. Any attempted assignment or transfer Storage of isotopes will be in locked refrigerator/freezers as required by Tenant of the ROFO shall be null WRC and voidcompliant with our license. Should Landlord receive an offer to lease the SuiteRadioactive Material P-32 — Radionuclide; liquid; half-life = 14.3 days 1 Used for labeling nucleic acid probes, Landlord shall notify Tenantmixed with non-toxic biological salts and buffers P-33 -Radionuclide; liquid; half-life = 25.4 days 1 ed for labeling nucleic acid probes, mixed with non-toxic biological salts and Tenant shall have the right to lease the Suite buffers H-3 – Radionuclide; liquid; half-life = 12.3 years 2 Used for DNA replication assays, mixed with non-toxic biological salts and buffers S-35 – Radionuclide; liquid; half-life = 87.4 days 2 Used for labeling proteins, mixed with non-toxic biological salts and buffers 1-125 – Radionuclide; liquid; half-life = 59.6 days 1 Used for labeling proteins, mixed with non-toxic biological salts and buffers 1 < 5 mCi at any given time. None currently on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease termshand. [The rest of this page intentionally left blank2 < 1 mCi at any given time. Signatures None currently on the next page]hand.

Right of First Offer. (a) If there at any time prior to January 1, 2008, Landlord in its sole discretion determines that any separately demised leaseable area on the first floor of the Building (each such area, a "ROFO Space") has become "available for leasing" (as hereinafter defined), and provided that the conditions precedent set forth in Subsection (c) below are then satisfied, then prior to offering to lease such ROFO Space to any 3rd parties, Landlord shall deliver notice thereof to Tenant (the "ROFO Notice") setting forth a description of the ROFO Space in question (including the rentable area thereof), the Landlord's determination of the Basic Rent and Additional Rent for the ROFO Space, the other material business terms upon which Landlord is no continuing Event of Default by Tenant willing to lease the ROFO Space, and the Tenant is occupying date Landlord anticipates that the Premises and has not otherwise assigned or sublet ROFO Space will become available for leasing (the "ROFO Space Availability Date"). Provided that all or any portion of the Leased Premisesconditions precedent set forth in this Section 8 are fully satisfied by Tenant, then Tenant shall have a Right the option (the "ROFO Option"), exercisable by Tenant delivering written notice (the "Acceptance Notice") to Landlord within twenty (20) calendar days after delivery by Landlord of First Offer (“ROFO”) the ROFO Notice, to lease the office suite ROFO Space upon all of the terms and conditions set forth in the building known ROFO Notice, including the Annual Fixed Rent, escalation rent, and Additional Rent for the ROFO Space designated by Landlord as Suite 157 (the “Suite”) located adjacent to the Premisesset forth therein. Commencing upon execution Time shall be of the Lease and expiring twenty-four (24) months prior essence as to the expiration Tenant's giving of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten Acceptance Notice with respect to any ROFO Space. If (10a) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice an Acceptance Notice within such twenty (20) day period, or (b) if Tenant timely delivers an Acceptance Notice as aforesaid but does not execute and deliver a final fully executed amendment to this Lease with respect to the leasing of the ROFO Space, in form and substance reasonably satisfactory to Landlord within forty five (45) days after delivery of its election to exercise the ROFOAcceptance Notice, then Tenant shall be deemed to have elected not rejected the option to exercise lease the ROFOapplicable ROFO Space (the "Rejected ROFO Space"). The base rentIn such event, terms and conditions the Landlord shall be free for one hundred eighty (180) days after the date of the ROFO Notice to lease the ROFO Space to any party without again offering such space shall be those to the Tenant; provided, however, that if the Landlord offers the ROFO Space for a rental rate that is less than ninety (90%) percent of the rate set forth in Landlord’s the ROFO notice, provided, however. Tenant improvements then the Landlord shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of first offer the ROFO shall be null and voidSpace to the Tenant on such terms. Should If Landlord receive an offer does not lease the ROFO Space during such one hundred eighty (180) day period or if the Landlord proposes to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment ROFO Space during such period at a rental rate below ninety (90%) percent of the Suite lease effective rate, taking into consideration rental rate and concessions, set forth in the ROFO Notice, the terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Section 8 shall continue to apply to such space.

Right of First Offer. If there is no continuing a. Except in transactions consummated prior to the first (1st) anniversary of the Commencement Date, if at any time during the Term of this Lease, except during the continuance of an Event of Default by or as set forth in subsections (b) and (c) below, Landlord desires to sell the Leased Premises, Landlord agrees to notify Tenant in writing of such desire (“ROFO Notice”) and the price (the “ROFO Price”) and other terms at which Landlord so desires to sell the Leased Premises (the “ROFO Terms”). Tenant shall advise Landlord within thirty (30) days after receiving such ROFO Notice if Tenant is occupying interested in purchasing the Leased Premises for the ROFO Price and has the ROFO Terms. If Tenant fails to respond within such time period and/or if Tenant responds that Tenant is not otherwise assigned or sublet all or any portion of interested in purchasing the Leased Premises, then Tenant shall have a Right of First Offer no further right hereunder, subject to clause (“ROFO”b)(ii) below, to lease purchase the office suite Leased Premises under the terms set forth in the building known as Suite 157 (ROFO Notice. However, if Tenant notifies Landlord within such time period that Tenant wants to purchase the “Suite”) located adjacent to Leased Premises at the Premises. Commencing ROFO Price and upon execution of such the Lease and expiring twenty-four (24) months prior to the expiration of the TermROFO Terms, then Landlord shall notify Tenant of such space becoming available and Tenant shall have ten forty-five (1045) days after following Landlord’s receipt of such notification notice from Tenant within which to notify Landlord that negotiate and execute a mutually satisfactory agreement for the sale of the Leased Premises to Tenant. Tenant elects acknowledges and agrees that: (i) any such sale or conveyance during any period in which the Loan may not be prepaid or defeased, as the case may be, shall be subject to lease such space. the outstanding balance of the Loan, and, if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed entitled to, and shall, exercise its rights under this Paragraph 33, the Loan, Note, Mortgage and other loan documents will be assumed by Tenant on a full recourse basis, and the Lien of the Mortgage may not be released during such period (which shall be duly accounted for in the ROFO Terms); (ii) such sale shall be in accordance with and subject to have elected not to exercise the ROFO. The base rent, terms and conditions provisions of the Note, the Mortgage and the other loan documents, whether such purchase contemplates the purchase of the Leased Premises subject to the Lien of the Mortgage or for a release of the ROFO space Lien of the Mortgage; and (iii) if the Lien of the Mortgage is not released in connection with such sale of the Leased Premises, and if Tenant acquires the Leased Premises, no merger of title shall be those set forth occur and this Lease will remain in Landlordfull force and effect in accordance with their terms. From the time of Tenant’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with right to purchase the Tenn. This ROFO shall be personal Leased Premises as aforesaid until the closing of the conveyance of the Leased Premises to Tenant, Tenant and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenantcontinue to enjoy and be bound by all of their respective rights and obligations under this Lease, and including the obligation of Tenant shall have to pay Rent as required herein through the right to lease the Suite on the same terms as the Premises, with alignment date of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]such conveyance.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease any space in the Suite Building now under lease or hereafter subject to a lease, at the expiration of respective lease terms subject to rights contained in such leases for renewal or extension options, if any, and any other space in the Building which becomes available prior to the expiration of the term of any Lease or by termination of a tenancy at will ("RFR Space"). Landlord has delivered to Tenant herewith Schedule A which indicates the current expiration date of leased and occupied Premises in the Building. Said Schedule also indicates current options to extend. If a tenant under lease shall fail to exercise an Option to Extend or renew on a timely basis, Landlord shall notify Tenant in writing of such fact, or if any tenancy at will shall be terminated, or if any space in the same terms Building shall become available for occupancy, Landlord shall give written notice to Tenant of such availability. Within thirty (30) days after Landlord shall have advised Tenant in writing that a tenant having an option to extend or renew has failed to do so, Tenant shall advise Landlord in writing whether or not it elects to have such RFR Space included in the Premises. Within sixty (60) days from the date upon which Landlord shall notify Tenant in writing of the termination of a tenancy at will or other availability of space, Tenant shall notify Landlord in writing whether it elects to have such RFR Space included within the Premises. Upon such election, as such RFR Space becomes available, it shall be included in the Premises. In each chase when RFR Space shall be included within the Premises, the Schedule of Rent Escalators and office factor shall be amended to reflect such inclusion. The Tax Cost Base and the Other Occupancy Cost Base for such RFR included Space shall be the tax year in which the inclusion shall occur for Tax Cost Base, and the actual operating expense for the calendar year in which such RFR Space shall be included in the Premises for Other Occupancy Cost Base. The Annual Rent for each RFR Space, included shall be deemed at market as provided in Section 20.19. Said RFR Space shall be delivered to Tenant "broom clean" in the condition it is then in on a fully "as is" basis with alignment no obligation on the part of the Suite Landlord to make any improvements thereto. If Tenant shall fail to exercise its right to have any RFR Space included in the Premises, Landlord shall be free to lease terms with or rent the Premises lease termssame for any period of time as Landlord in its sole discretion shall determine. [The rest If such RFR Space shall thereafter become available, the provisions of this page intentionally left blank. Signatures on the next page]Section 20.20 shall apply.

Right of First Offer. If there is no continuing During the term of this Lease, Landlord agrees to give Tenant a Right of First Offer to lease any other space (the “Expansion Space”) (subject to the prior agreement with the State of Maryland under Lease at the Building) that becomes available in the Building. Landlord shall notify the Tenant in writing if space becomes available. Tenant shall have five (5) days to agree, in writing, to lease the space being offered at Landlord’s then current rental rate for comparable space in the Building. In the event Tenant elects to lease the space, Landlord shall present to Tenant and Tenant shall execute within. fifteen (15) days of receipt, an Amendment to Lease Agreement reflecting the same terms and conditions as set forth in this Lease Agreement, other than a redefinition of the Premises to include the Expansion Space and the rent to be paid for the Expansion Space. Landlord shall deliver the premises to the Tenant in “as is” condition. The failure of Tenant to take action in the manner or time periods set forth or the commission of Tenant of an Event of Default by Default, as defined herein, shall render this Right of First Offer null and void and of no further force or effect. EXHIBIT F PURCHASE AND SALE OF PROPERTY Provided that this Lease remains in full force and effect and provided that Tenant is not in default hereunder, Tenant shall have a “Right of First Opportunity” during the term of this Lease to purchase the Property and the Building (referred to herein collectively, as the “8510 Property”) on the terms and conditions contained in this Exhibit F. Prior to any voluntary sale of the 8510 Property or the Project by Landlord. Landlord shall notify Tenant is occupying in writing of its intention to market for sale or otherwise sell the Premises entire Project or the 8510 Property by itself, as applicable, (the “Sale Notice”), which Sale Notice shall set forth Landlord’s intended sale price for the 8510 Property (the “Proposed Price”) and other proposed material terms of such sale, and shall have Landlord’s proposed form of purchase and sale agreement attached (the "Proposed Terms”), and for the period commencing with the date of the Sale Notice and terminating thirty (30) days thereafter (the “ROFO Period”), .Tenant shall have the opportunity to elect to purchase the 8510 Property at a price equal to the Proposed Price (the “Acceptance Notice”). If Tenant sends the Acceptance Notice to Landlord within the ROFO Period, Landlord and Tenant shall negotiate a purchase and sale agreement which shall be substantially in the form attached to the Sale Notice and reflect the terms set forth in the last paragraph of this Exhibit F’, for twenty-one (21) days after the date of the Acceptance Notice (the “Negotiation Period”). If (A) Tenant fails to deliver the Acceptance Notice to Landlord within the ROFO Period, or (B) the parties fail to enter into a binding purchase and sale agreement, within the Negotiation Period, or (C) Tenant fails for any reason to complete the purchase and sale transaction, then, subject to the terms of the next sentence, Tenant shall have no further rights under this Exhibit F. which shall expire and be of no further force or effect, and Landlord shall be free to sell the 8510 Property, by itself or as part of a portfolio sale of the Project, to any other parry or parties on such terms as Landlord may elect. If Landlord has not otherwise assigned sold the 8510 Property within nine (9) months (or sublet such longer period of time as Landlord may require if Landlord is in ongoing good faith negotiations with a third party at the end of such nine (9) month period, as evidenced by any exchange of offers and counteroffers in the form of term sheets, letters of intent and/or drafts of purchase and sale agreements between Landlord and a third party) after the later of the Acceptance Notice or the end of the Negotiation Period, then Tenant shall again have a Right of First Opportunity to purchase the 8510 Property under this Exhibit F. Without limiting any term of this Exhibit F, following any sale of the 8510 Property to any party other than Tenant conducted after Landlord complies with the terms of this Exhibit F, Tenant shall have no further rights under this Exhibit F which shall have terminated in accordance with the terms hereof, and be of no further force or effect. Landlord shall have the right to market the 8510 Property and/or the Project to others prior to and during the ROFO Period, subject, however, to Tenant’s “Right of First Opportunity” as contained in this Exhibit F. If Tenant timely delivers the Acceptance Notice, then Tenant shall deposit in an escrow established by Landlord and Tenant a cash deposit equal to Eve percent (5%) of the sale price (to be applied to the purchase price at closing), and shall consummate such sale within sixty (60) days after the end of the Negotiation Period. If the parties enter into a binding purchase and sale agreement and if Tenant defaults in the performance of its obligations to close the sale in accordance with this Exhibit F and any other agreement of the parties relating to such sale, Tenant shall forfeit its deposit as liquidated damages under such contract and Tenant shall have no further rights under this Exhibit F, which shall expire and be of no further force or effect, and Landlord shall be free to sell the 8510 Property, by itself or as part of a portfolio sale of the Project, to any other parry or parties on such terms as Landlord may elect at any time after such default. Notwithstanding anything to the contrary contained herein, the Right of First Opportunity shall not apply to (A) a transfer between any of the partners or members of Landlord, nor any of the members, partners or other equity- or beneficial owners of the constituent partners or members of Landlord, (B) any mortgage, deed of trust, ground lease or other financing of the 8510 Property or the Project, (C), any transfer as a result of the exercise of any remedies available to a mortgage of the 8510 Property or the Project, including without limitation, foreclosure of any mortgage on the 8510 Property or the Project, or a deed in lieu thereof, or (D) any transfer for nominal or no consideration to a legal entity controlling, controlled by or under common control with Landlord. Upon request Tenant shall provide to Landlord written confirmation duly executed in record able form that confirms that the provisions of this Exhibit F have been complied with or met as to any conveyance of all or any portion of the Leased Premises8510 Property or the Project, then Tenant provided however that an affidavit of a member, officer or principal of Landlord recorded with the land records of Baltimore County stating that the provisions of this Exhibit F have been complied with or met as to any conveyance of all or any portion of the 8510 Property or the Project shall have a Right conclusively establish compliance therewith as to any third party or parties.. The closing of First Offer the purchase and sale transaction (“ROFOSettlement”) shall occur on a date mutually agreed to lease by Landlord and Tenant which is not later than sixty (60) days from the office suite end of the Negotiation Period in the building known as Suite 157 manner set forth in the purchase and sale agreement. All rights and obligations under this Lease (including the payment of rentals) shall continue until the date of the Settlement. Upon payment of the purchase price, a Special Warranty Deed (the “SuiteDeed”) located adjacent containing covenants for further assurances and against encumbrances for the Property shall be executed by Landlord at Tenant’s expense. The Deed shall convey good and merchantable title to the Premises8510 Property to Tenant in fee simple, together with all the rights, alleys, waters, privileges, appurtenances and advantages thereto. Commencing upon execution Subject to the provisions of this Lease, Real Property Taxes, metropolitan charges, and other governmental assessments on the Real Property shall remain the responsibility of Landlord up to the date of Settlement. There shall be an apportionment of such taxes, charges, or assessments as of the Lease date of Settlement. The cost of all documentary stamps, state, county and/or municipal recordation taxes, property transfer taxes, and expiring twenty-four (24) months prior to other taxes imposed upon the expiration transfer of the Term, Landlord Property shall notify Tenant of such space becoming available and be paid by Tenant. Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such spacepay for preparation of all necessary conveyance papers and notary fees, costs of title examination, and tax certificate. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant The 8510 Property shall be deemed to have elected not to exercise conveyed “AS-IS” without any representations or warranties. EDIT G Hazardous Chemical List Chemical Abstracts Substance No. On-Hand Use Storage If 1, 4-Dioxane CAS#123-91-1 0 Sol. Cab. 1-Butano1 CAS# 71-36-3 1 gal. 1 Gal/Yr. Sol. Cab. 2,4-Dinitrophenol CAS# 51-28-5 0 l gm/Yr. Lab. Acetaldehyde CAS#75-07-0 0 .05L/Yr Sol. Cab. Acetic Acid CAS#64-19-7 4 gal. 12 gal/Yr. Cab. –Acid/Base Acetone CAS# 64-19-7. 1 gal. 1 gal/Yr. Sol. Cab. Acetonitrile CAS#75-05-8. 4 gal. 16 gal/Yr. Sol. Cab. Acetophenone CAS#98-86-2 0 .01L/Yr. Sol. Cab. Acrylamide CAS# 79-06-1. 100 gm 100 gm/Yr. Lab. Acrylic Acid CAS# 79-10-7 10 gm 10 gm/Yr. Lab. Benz]. Chloride CAS# 100-44-7 0 .01L/Yr. Sol. Cab. I Chloroform CAS# 67-66-3. 1 gal. 1.0 gm/Yr. Sol. Cab. Cresol (Cresylic Acid) CAS# 1319-77-3 0 .01L/Yr. Sol. Cab. Cyclohexane, CAS- 58-89-9 - 0 1 gal/Yr. Sol. Cab. hyl Acetate (I) . CAS# 141-78-6 0 O.1L/Yr. Sol. Cab. Ethyl Ether (I) CAS# 60-29-7 0 0.1L/Yr. Sol. Cab. Fluoroacetic Acid, CAST 62-74-8 Sodium Salt 0 .05L/Yr. Cab. .Acid/Base Formaldehyde CAS# 50-00-0. .5L .01L/Yr. Sol. Cab. Formic Acid CAS# 64-18-6. .5L 10 gm/Yr. Lab Heptachlor CAS# 76-44-8 0 0.1L/Yr. Sol. Cab. Hydrochloric Acid CAS# 7647-01-0. 1 gal. 4 gal/Yr. Cab. Acid/Base Isobutyl Alcohol CAS# 78-83-1 1 gal. 1 gal/Yr. Sol. Cab. Methanol CAS# 64-56-1. 4 gal. 12 gal/Yr. Sol. Cab. Nitric Acid CAS# 7697-37-2. 0.5L 1 qt/Yr. Cab. Acid/Base l Phenol I CAST 108-95-2. .5L l0gm/Yr. Lab. Phosphoric Acid CAS= 7664-38-2. .5L 1 gt/Yr Cab. Acid/Base p-Nitroaniline CAS# 100-01-6 0 10 gm/Yr. Lab. Pyridine I CAS# 110-86-1 10 1L/Yr. Sol. Cab. Pyridine, 3-1-Methyl- 2-Pyrrolidinyl)-,& Salts CAS- 54-11-5 0 1L/Yr. Sol. Cab. Sodium Azide I CAS# 20000-00-0. 500 gm 10 gm/Yr. Lab. Sodium Hydroxide I CAS# 1310-73-2. 500 gm 100 gm/Yr. Lab. Sulfuric Acid C.C.S- 7664-93-9 1L 2gal/Yr. Cab. Acid/Base —oluene CAS- 108-88-3 0.1L 1 gal/Yr. Sol. Cab. ry-p an Blue CAS- 72-57-1 10 gm 1gm/Yr. Lab Xylene (I) I CAS# 1330-20-7 0.1L 0.1L/Yr. Sol. Cab. Solvents are used for general laboratory operations, such as extraction and chromatography procedures. Acids and bases are used in the ROFOpreparation of standard laboratory solutions employed in biomedical research. The base rent, terms and conditions Storage of solvents will be in ventilated solvent cabinets designed for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenantthis purpose, and is not transferablealready exist in the facility. Any attempted assignment or transfer by Tenant Storage of acids and bases will be in ventilated and approved cabinets separate from the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenantsolvent storage cabinets, and Tenant shall have also exist in the right to lease the Suite facility. Storage of isotopes will be in locked refrigerator/freezers as required by WRC and compliant with our license. Radioactive Material P-32 — Radionuclide; liquid; half-life = 14.3 days 1 Used for labeling nucleic acid probes, mixed with non-toxic biological salts and buffers P-33 -Radionuclide; liquid; half-life = 25.4 days 1 Used for labeling nucleic acid probes, mixed with non-toxic biological salts and buffers H-3 – Radionuclide; liquid; half-life = 12.3 years 2 Used for DNA replication assays, mixed with non-toxic biological salts and buffers S-35 – Radionuclide; liquid; half-life = 87.4 days 2 Used for labeling proteins, mixed with non-toxic biological salts and buffers 1-125 – Radionuclide; liquid; half-life = 59.6 days 1 Used for labeling proteins, mixed with non-toxic biological salts and buffers 1 < 5 mCi at any given time. None currently on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease termshand. [The rest of this page intentionally left blank2 < 1 mCi at any given time. Signatures None currently on the next page]hand.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Provided Tenant is occupying not then in default hereunder, Landlord hereby grants Tenant the Premises one-time right ("First Right") to lease, during the six (6) month period following the Option Expiration Date, the Option Space as described in Section 2.4 above, in accordance with and has not otherwise assigned subject to the provisions of this Section 2.5. At any time during the six (6) month period following the Option Expiration Date, following receipt by Landlord of a bona fide letter of intent, request for proposal or sublet other written expression of interest to lease all or any a portion of the Leased PremisesOption Space, then Landlord shall give Tenant shall have a Right written notice of First Offer the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (“ROFO”collectively, the "Economic Terms") upon which Landlord is willing to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent Option Space, which Economic Terms shall be expressed on a per square foot basis if and to the Premisesextent applicable. Commencing upon execution Within five (5) business days after receipt of Landlord's notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the Lease Option Space upon such Economic Terms and expiring twentythe same non-four Economic Terms as set forth in this Lease; or (24ii) months prior refuse to lease the expiration of Option Space on such Economic and non-Economic Terms. In the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord event that Tenant elects does not so respond in writing to lease such space. if Tenant fails to deliver Landlord's notice to Landlord of its election to exercise the ROFOwithin said period, Tenant shall be deemed to have elected not clause (ii) above. Should Tenant fail to exercise elect to lease the ROFO. The base rentOption Space in a timely manner as aforesaid, terms and conditions for the ROFO space Landlord shall be those set forth in Landlord’s ROFO noticefree thereafter to lease all or any portion thereof to any third party and Tenant's rights under this Section 2.5 shall thereupon cease and be of no further force and effect. Should Tenant timely elect to lease the Option Space, provided, however. Landlord shall promptly prepare and deliver to Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous a commercially reasonable amendment to this Lease consistent with the Tenn. This ROFO shall be personal to Tenantforegoing, and is Tenant shall execute and return same to Landlord within fifteen (15) business days. Tenant's failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant's commitment to lease the Option Space, to lease such space to a third party, and/or to pursue any other available legal remedy (exclusive of the right to terminate this Lease). Tenant's rights under this Section 2.5 shall belong solely to the original Tenant and may not transferablebe assigned or transferred by it except in connection with an assignment of this Lease to a Tenant Affiliate. Any other attempted assignment or transfer by Tenant of the ROFO shall be null void and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]no force or effect.

Right of First Offer. If there is no continuing Event Landlord may sell, convey, or transfer its interest in the Property subject to and in accordance with the terms of Default by Tenant and this Lease. In order to transfer its interest in the Tenant is occupying Property, Landlord must first have offered the Premises and has not otherwise assigned or sublet all or any portion sale of the Leased PremisesProperty to Tenant. First, then Landlord must give notice in writing (“Landlord Transfer Notice”) to Tenant stating Landlord’s desire to make a sale and stating the price and other material terms proposed for the transfer (collectively, “Landlord Offer Terms”). Within thirty (30) calendar days after receipt of the Landlord Transfer Notice, Tenant shall have a right of first offer (“Tenant Right of First Offer (“ROFOOffer”) to lease acquire the office suite assets proposed to be transferred, pursuant to the Landlord Offer Terms. To exercise the right of first offer, Tenant must provide written notice to Landlord within said thirty (30) day period and must within forty-five (45) calendar days after giving such notice execute and deliver to Landlord a contract in form and substance reasonably acceptable to Landlord and Tenant, containing the Landlord Offer Terms and such other terms as the parties may agree on, provided that such other terms must be reasonable and customary for a transaction of such type. If Tenant delivers a contract to Landlord and is working in good faith with Landlord to negotiate and finalize the terms of such agreement but the parties have not executed the same within such forty-five (45) day period, such period shall be extended for an additional thirty (30) days, so long as Tenant continues to work in good faith with Landlord to finalize and execute such agreement. If a Landlord Transfer Notice is given and Tenant has not exercised the right of first offer within thirty (30) calendar days after receipt of the Landlord Transfer Notice, or if having timely exercised the right of first offer, Tenant has not executed and delivered a contract reasonably acceptable to Landlord and Tenant within the forty-five (45) day period (as the same may be extended), then without limiting any rights Landlord may have, the right of first offer set forth herein shall automatically expire and Landlord thereafter shall be free to sell the assets pursuant to the Landlord Offer Terms or at any price which is not less than 95% of the price specified in the building known as Suite 157 Landlord Offer Terms. If, within six (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (246) months prior to after (a) the expiration of the Termtime period in which Tenant had the right of first offer, or (b) the expiration of said forty-five (45) day period (as the same may be extended), as applicable, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected does not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]enter into a

Right of First Offer. If there 25.1 Sublandlord hereby grants to Subtenant, so long as Subtenant is no continuing Event not in default under the Sublease, a right of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer first offer (“ROFO”) to lease sublet, for a term coterminous with the office suite in term of the building known as Suite 157 balance of the Subleased Premises, (i) all, but not a portion, of the first (1st) floor of the Building comprising of approximately 15,000 rentable square feet and (ii) approximately 6,400 rentable square feet, located on the first floor of the Building and the fourth floor not occupied by any other party (the “SuiteROFO Premises”) located adjacent ), subject to the Premisesrights of Sublandlord to retain the ROFO Premises for its own use or the use of any of its Affiliates, strategic partners or joint venture partners (“Insiders”). Commencing upon execution Sublandlord shall give Subtenant notice of the Lease availability of the ROFO Premises at such time as Sublandlord determines that it will neither use the ROFO Premises for itself nor any Insiders and expiring twenty-four Subtenant shall have five (245) months prior days to exercise the ROFO option, by notice to Sublandlord. The ROFO notice shall contain the fair market rent for the ROFO Premises as determined by Sublandlord, in its sole discretion. If Subtenant elects not to exercise this right of first offer with respect to the expiration of the TermROFO Premises, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. or if Tenant Subtenant fails to deliver written notice to Landlord of its election intent to exercise the ROFOthis right of first offer within said five (5) days, Tenant Subtenant’s right shall be deemed to be waived and null and void and Subtenant shall have elected not no further rights with respect to exercise the ROFOROFO Premises. The base rent, Sublandlord may thereafter be free to rent that space to any person or entity on such terms and conditions for the ROFO space as Sublandlord may, in its sole discretion, determine. Time shall be those set forth in Landlord’s ROFO notice, provided, howeverof the essence herein. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal right is also subordinate to Tenant, and is not transferable. Any attempted assignment the right of any current or transfer by Tenant future occupant of the ROFO shall be null and void. Should Landlord receive an offer Premises to lease extend its occupancy in the Suite, Landlord shall notify Tenant, and Tenant shall have the right ROFO Premises without regard to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]Subtenant’s ROFO rights hereunder.

Right of First Offer. If there is no continuing Event of Default by Tenant and the So long as Tenant is occupying not in material default under the Premises and has not otherwise assigned or sublet all or any portion terms of the Leased Premiseslease, then during the term of this Lease and any extensions thereof, Tenant shall have a Right of First Offer (“ROFO”) to lease additional space as follows: This ROFO shall be subject to expansion and extension rights of other tenants of the office suite Project existing as of March 30, 2000, and to the right of any tenant to renew its lease for its then-existing premises. Except as provided in the building known preceding sentence, this ROFO shall apply (i) to any space coming vacant in the Project, and, (ii) if Landlord, in its sole discretion develops any additional buildings in the Project, to any space in such new buildings (collectively "ROFO Space"). At such time as Suite 157 (the “Suite”) located adjacent Landlord intends to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Termoffer ROFO Space for lease, Landlord shall so notify Tenant Tenant, which notice shall include the description of such space becoming available the ROFO Space, and the terms (rate, term, etc.) on which Landlord intends to offer the ROFO Space. Tenant shall have ten (10) business days after from receipt of such notification notice to notify Landlord that Tenant elects agrees to enter into a lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth Space on the terms stated in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted 's notice or to enter into a lease for the term remaining under ROFO Space on such other terms as may be mutually agreeable to Landlord and Tenant in their sole discretion. Unless otherwise agreed between Landlord and Tenant, Tenant's lease must be of the Leaseentire ROFO Space being offered. The term If Tenant does not enter into a lease for any space leased the ROFO Space as provided above, this Right of First Offer shall immediately and without further action by Tenant under Landlord terminate as to the exercise ROFO Space being offered. This Right of its ROFO shall be coterminous with the Tenn. This ROFO First Offer shall be personal to Tenant and shall not be exercisable by any assignee or sublessee, except an assignee/successor to Tenant's business by merger or acquisition. Tenant shall be free during any ongoing period in which the ROFO Space remains unleased to request that Landlord re-open discussions with Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, which Landlord shall notify Tenantdo, and Tenant shall have the right subject to lease the Suite on the same terms as the Premises, any ongoing discussions that Landlord may then or thereafter engage in with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]other prospective tenants.

Right of First Offer. If there is Provided that no continuing Event of Default by Tenant has occurred and subject to the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion rights of the Leased Premises, then other tenants. Tenant shall have a Right right of First Offer first offer on any space owned by Landlord on the second floor of the Building (“ROFOAdditional Space”) to and Landlord shall not lease the office suite in the building known any such space except as Suite 157 (the “Suite”) located adjacent to the Premisesset forth herein. Commencing upon execution When all or any part of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Additional Space becomes available. Landlord shall notify Tenant of such space becoming available the location of the Additional Space and Tenant shall have the minimum rent for which Landlord is willing to lease the Additional Space, if Tenant, within ten (10) days after such notification to notify receipt of Landlord’s notice, notifies Landlord that Tenant elects it desires to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise Additional Space on the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, howeverthe Additional Space shall be leased to Tenant (or an affiliate of Tenant) pursuant to the terms and conditions of Landlord’s notice and otherwise on the terms and conditions of this Lease. Tenant improvements shall be adjusted for have the term remaining under right to inspect and conduct surveys within the LeaseAdditional Space during the ten (10) day period after receipt of Landlord’s notice. The term for any space leased by Tenant under shall promptly prepare and the exercise parties shall promptly execute a lease substantially in the form of this Lease with respect to the Additional Space. If Tenant fails to notify Landlord of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer desire to lease the SuiteAdditional Space within ten (10) days after receipt of Landlord’s notice, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on Additional Space to any third party upon substantially the same terms and conditions as those set forth In Landlord’s notice, but in any event the Premises, with alignment effective rent payable by the third party shall not be less than ninety percent (90%) of the Suite effective rent had Tenant elected to lease terms with the Premises lease termsAdditional Space pursuant to Landlord’s notice and any monetary incentive or other concession, such as a construction allowance, granted to the third party tenant shall not be more than ten percent (10%) greater than the monetary incentive or other concession offered to Tenant in Landlord’s notice. [The rest provisions of this page intentionally left blank. Signatures on Section shall apply again if, during the next page]Term: (a) Landlord leases the Additional Space to a third party and thereafter such lease is terminated, or (b) any other portion of the Additional Space becomes available, or (c) the terms offered to any third party do not meet the criteria set forth in this Section 29.

Right of First Offer. If there On or before November 30, 2018, provided that the Lease is in full force and effect and no continuing Event of Default by Tenant shall have occurred and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premisesbe continuing, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 any space (the “SuiteROFO Space”) located adjacent coming available for lease in the Building. Landlord shall provide written notice (the “ROFO Notice”) to the Premises. Commencing upon execution Tenant of the Lease and expiring twenty-four any ROFO Space coming available for lease no earlier than twelve (2412) months prior to the expiration date the space is coming available for lease, and no later than three (3) months prior to the date the space is available for lease. This ROFO shall be subject to any pre-existing rights of tenants in the Building to expand or renew which are in place prior to the Effective Date, but superior to any rights of tenants in the Building to expand or renew which are granted after the Effective Date. The ROFO Notice shall indicate the space coming available, the date the space will be available, and shall include an accurate floor plan of the TermROFO space, Landlord shall notify Tenant which depicts the configuration of such the ROFO space becoming available in terms of walls, kitchen areas, dimensions of rooms and doorways. Tenant shall have ten seven (107) business days after such notification to notify Landlord that respond to the ROFO Notice in writing (the “ROFO Response”) indicating Tenant’s election to lease the ROFO Space. In the event Tenant elects to lease such spacethe ROFO Space, the ROFO Space lease shall commence upon the earlier of Tenant’s occupancy of the ROFO Space for the purpose of conducting business, or sixty (60) days following the delivery of the ROFO Space to Tenant. if In the event Landlord provides any ROFO Notice to Tenant fails on or before November 30, 2018, the ROFO Space shall be leased to deliver notice Tenant upon the same terms and conditions as the Lease and at the annual rate per square foot of Rentable Area for the Additional Premises provided in Section 5 hereof; provided, however, Landlord shall provide a prorated allowance of $10.00 per square foot of Rentable Area, which shall be prorated based on the length of lease term of the ROFO space versus the length of lease term for the Additional Premises. In the event that Tenant exercises a ROFO and less than eight (8) years of Term on the Lease, beginning from the commencement of the Lease with respect to the ROFO Space, remain for the Premises, Tenant shall extend the Term of the Lease to end on a date which is eight (8) years following the commencement of the Lease with respect to the ROFO Space. The rental rate for the Premises for any extended term shall be equal to the annual rate per square foot of Rentable Area for the Additional Premises paid during the last year of the Term prior to extension, plus an additional $0.50 per square foot of Rentable Area per year for each year of the extended Term of the Lease. If Tenant timely notifies Landlord of its election intention to exercise lease the ROFOROFO Space, Tenant shall be deemed execute an amendment to have elected the Lease adding the ROFO Space to the Premises and extending the Term, if applicable, within thirty (30) days following the date Landlord sends such an amendment to Tenant for review; provided, that the failure to execute such an amendment shall not release Tenant of its obligations with respect to exercise the ROFOROFO Space. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be is personal to Tenant, Tenant and is not transferable. Any attempted assignment assignable to any third parties, including but not limited to any assignee or transfer by Tenant subtenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and except with respect to a Permitted Transfer to an Affiliate or successor to Tenant shall have the right to lease the Suite on the same terms as the Premisesby purchase, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]merger, consolidation or reorganization.

Right of First Offer. If there is From and after the Commencement Date, so long as no continuing Event of Default by Tenant has occurred and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premisescontinuing, then Tenant shall have a Right right of First Offer first offer (“ROFO”) on any “ROFO Space” (defined below) which Landlord may offer for rent to lease third parties during the office suite Term. If at any time Landlord executes a written proposal or letter of intent with a third party for all or a portion of the ROFO Space (a “Proposal”), Landlord will immediately offer the proposed space to Tenant on the same terms as contained in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant Proposal by delivering written notice of such space becoming available and offer to Tenant. Tenant shall then have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice respond to Landlord of in writing indicating its election to exercise lease the ROFO, Tenant shall be deemed to have elected not to exercise entire space covered by such Proposal on the ROFO. The base rent, terms and conditions of such Proposal or waive its rights to lease the ROFO Space on such terms, in which case Tenant shall execute and deliver a lease for such space (together with any payments and deposits required thereunder) within ten (10) days after Landlord’s delivery of a written lease reflecting the terms and conditions of the Proposal, with all other terms and conditions of any such lease to be the same as the terms and conditions of this Lease; provided, however, that Tenant’s failure to exercise its election and/or execute and deliver a lease (submitted by Landlord with all of the required terms and conditions) for any ROFO space shall be those set forth deemed Tenant’s waiver of its right to lease such ROFO Space, irrespective of whether the terms and conditions of the lease of such ROFO space to a third party, other than the terms reflected in Landlord’s ROFO noticethe Proposal therefor, provided, however. Tenant improvements shall be adjusted for are different than the term remaining under the terms and conditions of this Lease. The term for any space leased by Tenant under the exercise of its Tenant’s ROFO shall be coterminous continuous throughout the Term, and if Landlord subsequently lowers the rental rate, reduces the length of the term, or materially alters any of the other terms of any written proposal rejected or waived by Tenant or enters into any additional written proposal(s) for any ROFO Space, Landlord shall re-submit the same to Tenant for acceptance or rejection. Notwithstanding the foregoing, Landlord shall have no obligations under this paragraph in connection with any transaction whereby Landlord proposes to sell the Tenn. This ROFO Building to a third party purchaser who will occupy space in the Building, regardless of whether such third party’s occupancy commences before or after its acquisition of the Building. The right of first offer provided under this paragraph shall be personal to Tenant, Tenant (and is not transferable. Any attempted assignment any Permitted Transferee) and Landlord shall have no obligations under this paragraph if Tenant has assigned this Lease or transfer by Tenant sublet more than twenty percent (20%) of the ROFO shall be null and void. Should Landlord receive an offer Premises to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]any party other than a Permitted Transferee.

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a an ongoing Right of First Offer during the Term (including all Renewal Lease Terms) as to all space on the 17th floor of the Building (the “ROFOROFO Space”). The Base Rent payable will be equal to Tenant’s Monthly Rental rate for the Premises as of the date Tenant exercises its Right of First Offer. At Tenant’s election, Tenant can engage its own contractors and engineers to complete the build out of the ROFO Space, or engage Landlord to perm such services. Rent for the ROFO will commence on the fourth full month after the Substantial Completion of any tenant improvements in the ROFO Space. The lease term for ROFO Space will be coterminous with that of the Lease (including any exercised renewal terms) as long as there is at least 18 months remaining in the Term at the time Tenant’s lease of the ROFO Space commences. If there is less than 18 months remaining in the term at the time Tenant’s lease of the ROFO Space commences, then Tenant still may exercise the Right of First Offer as to the ROFO Space as long as Tenant agrees to extend the Term of the Lease for such period as is necessary to achieve at least a full 18 month term for the ROFO Space. Landlord shall provide Tenant with written notice of the availability of any ROFO Space prior to leasing such ROFO Space to a third party. Tenant shall have 30 days following receipt of Landlord’s notice (the “Exercise Period”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver give written notice to Landlord of Tenant’s exercise of its election Right of First Offer as to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for all or a portion of the ROFO space shall be those set forth Space described in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for Tenant’s exercise notice must identify the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant portion of the ROFO shall Space which Tenant elects to lease. Any ROFO Space described in Landlord’s notice to which Tenant does not exercise its Right of First Offer by notice to Landlord within the Exercise Period may be null and voidleased by Landlord to a third party provided Landlord enters into a lease with the third party within 180 days after the Exercise Period. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment Any portion of the Suite ROFO Space not subject to a binding lease terms with within such 180-day period will continue to be subject to the Premises lease terms. [The rest Right of this page intentionally left blank. Signatures on the next page]First Offer.

Right of First Offer. If there is If, during the Term, the space on the second (2nd) floor of the Building consisting of 14,034 rentable square feet and identified on the plan attached hereto as Exhibit G (the “ROFO Space”) shall (a) no continuing longer be subject to a written lease, and (b) not be subject to any prior rights of existing tenants pursuant to a written lease agreement existing prior to the date of this Lease (which shall include the ability of Landlord to extend the term of the then-current tenant of the ROFO Space even if said tenant’s written lease does not include an extension right), {W12939071.11} 44 then provided no Event of Default by Tenant exists at such time, and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer further provided that five (“ROFO”5) to lease the office suite years remain in the building known as Suite 157 Term of this Lease or Landlord and Tenant agree to extend this Lease so at least five (5) years remain in the Term of this Lease, Landlord shall offer the ROFO Space to Tenant at the fair market rental rate for such space, which fair market rental rate shall be stated in Landlord’s written notice letter to Tenant (the “SuiteROFO Space Rental Rate”) located adjacent to the Premises). Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) business days after to accept or reject such notification offer, without condition, but may condition such acceptance on mutual agreement on determination of ROFO Space Rental Rate. If Tenant accepts such offer, Landlord and Tenant shall work in good faith to notify Landlord that agree upon the ROFO Space Rental Rate and enter into an appropriate amendment of this Lease, and Tenant elects shall perform, at its cost and expense pursuant to lease such spaceplans reasonably approved by Landlord, the work necessary to prepare said ROFO Space for Tenant’s occupancy. if If Tenant fails to deliver notice to Landlord respond within ten (10) business days of its election to exercise the ROFOreceipt of Landlord’s written offer, Tenant shall be deemed to have elected not rejected the offer to exercise the ROFO. The base rent, terms lease said ROFO Space and conditions for if Tenant accepts such offer within such ten (10) business days of receipt of Landlord’s written offer but Landlord and Tenant fail to agree upon the ROFO space Space Rental Rate within ten (10) business days of Landlord’s receipt of such acceptance, Tenant shall be those set forth in deemed to have rescinded its acceptance of Landlord’s ROFO notice, provided, howeveroffer. In the event Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal has rejected or has been deemed to Tenant, and is not transferable. Any attempted assignment have rejected or transfer by Tenant of rescinded a Landlord offer on the ROFO Space, such acceptance shall be null and void. Should void and Landlord receive an offer shall be free to lease the SuiteROFO Space to any other party without obligation to re-offer the ROFO Space to Tenant, except in connection with a Re-Offer Event (as defined below). Notwithstanding the foregoing, in the event Landlord has either (a) failed to enter into a lease with a third-party tenant with respect to the ROFO Space within six (6) months of such rejection or deemed rejection or rescission, or (b) offers the ROFO Space at a ROFO Space Rental Rate which is less than ninety-five percent (95%) of the ROFO Space Rental Rate last offered to Tenant prior to the Tenant’s rescission or deemed rescission described above (a “Re-Offer Event”), Landlord shall notify Tenant, and re-offer the ROFO Space to Tenant shall have the right to lease the Suite (on the same terms and conditions and procedures set forth above, including additional Re-Offer Events with respect to each subsequent ROFO Space Rental Rate offered to Tenant). Tenant hereby acknowledges and agrees that, subject to the immediately preceding sentence and all Re-Offer Events, Tenant’s right to be offered the opportunity to lease the ROFO Space is a one-time right and, so long as Landlord has complied with the Premisesterms and conditions of this Article XVI, Tenant’s right to be offered the opportunity to lease the ROFO Space shall terminate and have no further force or effect immediately upon Tenant’s rejection or deemed rejection or rescission of an offer given by Landlord. In addition, for purposes of clarity, so long as Landlord has complied with alignment the terms and conditions of this Article XVI, immediately upon Landlord entering into a lease of the Suite lease terms ROFO Space with the Premises lease terms. [The rest of a third party tenant this page intentionally left blank. Signatures on the next page]Article XVI shall terminate and have no further force or effect.

Right of First Offer. If there [Optional: This section to be used if no ground lease.] In the event that at any time during the Term space in the Building is no continuing Event of Default by vacant and available for lease to a third party (the “ROFO Space”), Landlord shall so notify Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion in writing of the Leased Premises, then availability of such space (a “ROFO Notice”) and Tenant shall have a thirty (30) days from receipt of the ROFO Notice to notify Tenant in writing of Tenant’s exercise of its option to lease the ROFO Space on the terms and conditions contained in the ROFO Notice, and otherwise on commercially reasonable terms and conditions (the “Right of First Offer”). The ROFO Notice shall identify the space, base rental, date of availability, tenant improvement Multi-Tenant Forn C-2 - 33 (Address: ) 52849361.2 allowance (if any) that Landlord is willing to provide. In the event Tenant fails to deliver to Landlord its written acceptance of the Right of First Offer set forth in the ROFO Notice within thirty (“ROFO”30) days of its receipt thereof, Landlord, subject to all other terms of this Lease, shall be free to lease the office suite ROFO Space to a third party, and the Right of First Offer with respect to the ROFO Space shall be null and void until the expiration or earlier termination of the resulting lease with the third party; provided, that if Tenant does not timely deliver to Landlord its written acceptance of the Right of First Offer set forth in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease ROFO Notice and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to does not enter into a lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in offered to Tenant within nine (9) months after Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant delivery of the ROFO shall be null and void. Should Notice, then if Landlord receive an offer desires later to lease the SuiteROFO Space, Landlord shall notify Tenant, and be required to again provide Tenant with a ROFO Notice. The failure of Tenant to exercise this Right of First Offer for any available ROFO Space in one instance shall have the right to lease the Suite on the same terms as the Premises, with alignment not be deemed a waiver of the Suite lease terms with the Premises lease termsits Right of First Offer in another instance. [The rest of this page intentionally left blank. insert any required state specific provisions] [Signatures begin on the next page]

Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet Landlord decides to sell all or any portion of the Leased Premises, then Landlord shall first offer to sell the Leased Premises to Tenant, pursuant to the terms of this Section 18.12. Tenant shall will have a Right of First Offer (“ROFO”) the right to lease purchase the office suite Leased Premises at the price and terms listed in Landlord's offer to sell the building known as Suite 157 Leased Premises (the “Suite”) located adjacent to the Premises"Landlord's Offer"). Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after from the receipt of Landlord's Offer to accept such notification to notify Landlord that offer. If Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFOaccepts Landlord's Offer, Tenant shall be deemed have sixty days from the receipt of Landlord's Offer to have elected complete the purchase of the Leased Premises. If Tenant does not accept Landlord's Offer within the said ten (10) day period, or fails to exercise complete the ROFO. The base rentpurchase of the Leased Premises within the said sixty (60) day period, terms Landlord's Offer or the right to purchase as described above shall terminate and conditions for the ROFO space Landlord shall be free to sell the Leased Premises to anyone, on terms no less favorable than those set forth in Landlord’s ROFO notice's Offer, provided, however. without any obligation to provide Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise with a further right of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an first offer to lease purchase the SuiteLeased Premises, for a period of twelve (12) months. If the Landlord shall notify Tenantnot have sold the Leased Premises within such twelve (12) month period, and Tenant then Landlord shall not have the right to lease sell the Suite on Leased Premises after such date, unless Landlord complies with the same terms as and obligations just described in this section. The rights and obligations just described apply only to the Premisesoriginally named Tenant, with alignment unless Landlord, in its sole discretion, agrees otherwise in writing. All rights of Tenant under the provisions of this section shall terminate and be of no further force or effect if during the term of the Suite lease terms with Lease, Tenant defaults under any of the provisions of the Lease, unless Landlord, in its sole discretion agrees otherwise in writing. Notwithstanding the foregoing, Landlord shall be able to transfer the Leased Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]to the

Right of First Offer. If there is no continuing Event of Default by Tenant and the Provided that (i) Tenant is occupying not in Default hereunder beyond any applicable cure period, (ii) the Premises creditworthiness of Tenant is then acceptable to Landlord, (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has not otherwise assigned or sublet all or any portion been continuously operating in the entire Leased Premises throughout the Lease Term, and (iv) the intended use of the Leased PremisesPremises is reasonably acceptable to Landlord, then and subject to any rights of other tenants to the Offer Space, Landlord shall, before entering into a lease with a third party for the space crosshatched on the attached Exhibit A-1 containing approximately 10,000 square feet of space (the “Offer Space”), notify Tenant in writing of the availability of such space for leasing (“Landlord’s Notice”). Tenant shall have five (5) business days from its receipt of Landlord’s Notice to deliver to Landlord a Right written notice agreeing to lease such space on the terms and conditions contained in Landlord’s Notice. In the event Tenant fails to notify Landlord of First its agreement within said five (5) day period, such failure shall be conclusively deemed a rejection of the Offer (“ROFO”) Space, whereupon Tenant shall have no further rights with respect to the Offer Space and Landlord shall be free to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent Offer Space to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Leasea third party. The term for any space leased by Tenant under the exercise of its ROFO Offer Space shall be coterminous with the Tenn. This ROFO term for the original Leased Premises; provided, however, that the minimum term for the Offer Space, shall be personal three (3) years and the term for the original Leased Premises shall be extended, if necessary, to be coterminous with the term for the Offer Space. The Minimum Annual Rent for the Offer Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Offer Space, excluding free rent and other concessions, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for the Offer 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 Park, excluding free rent and other concessions, provided, however, that in no event shall the Minimum Annual Rent per square foot during such extended term be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. It is understood and agreed that this offer shall not transferable. Any attempted assignment be construed to prevent any tenant in the Building from extending or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]renewing its lease.

Right of First Offer. If there is no continuing Event of Default by Provided that Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet been in material default under the terms and conditions of this Lease, Tenant shall have, during the initial Term, a right of first offer to lease additional space in the Development (the “ROFO Space”). Tenant’s right of first offer shall be subject and subordinate to all leases, options and rights of other third parties in existence as of the date of mutual execution hereof. If at any time during the Term of this Lease, Landlord shall receive a bona fide offer from any third party to lease all or any portion part of the Leased PremisesROFO Space, which offer Landlord shall desire to accept, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall promptly notify Tenant of the existence of such space becoming available offer by e-mail and by mail and shall provide Tenant shall have with a summary of all relevant economic terms of the third party offer. Tenant may, within ten (10) business days after such notification thereafter, elect by written notice to notify Landlord that Tenant elects to lease such spacethe ROFO Space on the same terms and conditions as those as provided in the bona fide offer. if If Tenant fails to deliver notice respond within such 10-business day period, Landlord shall use reasonable efforts to Landlord contact, orally or in writing, Tenant to confirm such non-election. Failure of its election Tenant to exercise the ROFO, Tenant foregoing right within the prescribed time period above shall be deemed constitute a waiver of Tenant’s right as to have elected not that offer with respect to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth Space mentioned in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, notice and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on ROFO Space in Landlord’s sole discretion. In the same terms as event the Premises, with alignment bonafide third party offer does not materialize into a lease or upon termination of the Suite lease terms with third party tenant’s lease, the Premises lease termsROFO will be reinstated . [The rest If Tenant duly elects to exercise its right of first offer as aforesaid, Landlord shall prepare, and Tenant shall promptly execute, an amendment to this Lease to memorialize such election, provided, however, that failure of Tenant to execute such amendment shall not affect the binding nature of Tenant’s election to exercise the right of first offer as aforesaid. All rights of Tenant under the provisions of this page intentionally left blankright of first offer shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the right of first offer, if after such exercise, but prior to the occupancy of the ROFO Space, Tenant is in material default hereunder. Signatures on the next page]The right described in this paragraph is personal to originally-named Tenant or to an assignee or transferee permitted outright pursuant to this Lease without Landlord’s consent and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant, and is not assignable separate and apart from this Lease.