Common use of Right of First Offer Clause in Contracts

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.

Right of First Offer. Provided that no Event of Default has occurred under the Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall not be required to provide any security deposit if (i) Tenant is not then in default under this Lease, (ii) this Lease is otherwise required to provide any security deposit with respect to the then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased current Premises, and (ivii) Tenant’s financial condition meets net worth at the financial criteria Landlord requires time the First Right is exercised is not less than 90% of its net worth as of the date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the lease applicable First Right Space shall be for a term equal to the then unexpired portion of such spacethe Term of the Lease and the Economic Terms shall be upon the same economic terms as the original Premises leased hereunder (including without limitation, if, at any time during the Term, those certain spaces known applicable Monthly Rate per square foot as Suite 340, 360, and 370 is or will be “available for lease” and set forth in Section II above). If Landlord desires intends to lease such spaceother office space in addition to the First Right Space as part of a single transaction, Landlord shall notify Tenant. Xxxxxxxxthen Landlord’s notice shall identify the so provide and all such space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable shall collectively be subject to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum provisions of three (3) years on the Terms by delivering notice to Landlord within three (3) this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, time being Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the essence. If Tenant elects space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Offered Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it shalldeems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within fifteen said period, Tenant shall be deemed to have elected clause (15ii) business days after above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such electionrevised Economic Terms and the same other non-Economic Terms as set forth in this Lease, enter into or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease on a form prepared consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the other party may specifically enforce their respective rights hereunder, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to those certain extension or expansion rights previously granted by Landlord incorporating to any third party tenant in the Offered Space as part Building, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the Leased Premises subject First Right Space to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and voidthen-current occupant thereof. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further Tenant’s rights under this section Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or impair Tenant’s First Right with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered First Right Space.

Right of First Offer. Provided Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that (i) such Right of First Offer shall not arise or be effective if Tenant is not then in default under this Leasehereunder, (ii) this Lease is then in full force beyond any applicable notice and effectcure periods, (iii) on the date Landlord would otherwise be required to notify Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is then in actual occupancy presently Landlord's intention to develop Building E of the entire Leased PremisesCenter, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (ivb) Tenant’s financial condition meets that the financial criteria Landlord requires for property lying easterly of the lease of such space, if, at any time during the Term, those certain spaces Property and commonly known as Suite 340000 Xxxxxx Xxxxx Xxxxxxxxx, 360Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and 370 is neither Landlord nor its affiliate, if applicable, shall lease space in Building E or will in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be “available for lease” and offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord desires (a "FIRST OFFER NOTICE") identifying the building or facility to lease such spacewhich the Right of First Offer applies, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the amount of space available in such building or facility (not to be less than 100,000 square feet or the “Offered Space”)entirety of the applicable building or facility, set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, if less than 100,000 square feet) and the date on rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such Offered Space is expected to be available (collectively, the “Terms”)building or facility. Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three ten (3) years on the Terms by delivering notice to Landlord within three (310) business days after receipt of Landlord’s noticea First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, time being as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the essenceparties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant elects fail to reach agreement on all terms and achieve execution of a written lease the Offered Space, it shall, within fifteen ten (1510) business days after such election, enter into an amendment to this Lease on Tenant's receipt of a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodFirst Offer Notice, then Tenant shall have no further rights under this section Section 1.3 with respect to the Offered Space, building or facility covered by such First Offer Notice and Landlord shall thereafter be free to lease any or all proceed with the leasing of such Offered Space to a third party building or parties facility at any time and from time to time on without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such terms buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not thereafter be liable free to Tenant for proceed with the further leasing of both such building and such facility at any failure time and from time to deliver such space as a result of time without any holdover tenant or other occupant of any Offered Spacefurther obligation to Tenant.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) In the Tenant named herein has not assigned this Lease event a Member desires to Transfer all or sublet any part of its Interest, such Members (the Leased Premises and is then in actual occupancy “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the entire Leased Premises, and (iv) TenantSelling Member’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will Interest to be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available sold (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “TermsInterest”). Tenant Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall thereupon have the one time right and option to lease offer to purchase (the “First Offer”) all, but not less than all, the Offered Space for Interest at a minimum of three price payable only in case (3the “First Offer Price”) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such other terms and conditions as it may deem appropriateshall be set forth in the First Offer. Space Within thirty (30) days after its receipt of the First Offer, the Selling Members shall not be deemed either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be “available for lease” held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such space is location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethe restrictions set forth in this Section 11.1(b).

Right of First Offer. Provided that So long as (i) Tenant is not there then in default under this Leaseexists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is then still in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria if Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires shall desire to lease such spaceall or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant. Xxxxxxxx’s notice , and shall identify the space available (the “"Offered Space”), set forth ") together with the rental rate and other terms and conditions on (collectively, the "Terms") under which in good faith it is willing intends to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable offer such space to the Leased Premises, third parties and the date on which such Offered Space is expected to be available (collectively, the “Terms”)available. Tenant shall thereupon have the one time right and option may irrevocable elect to lease the Offered Space for a minimum of three (3) years on the Terms by delivering giving notice thereof to Landlord within three five (35) business days after Tenant's receipt of Landlord’s notice, time being notice from Landlord of the essenceTerms. If Tenant elects shall have so elected to lease the Offered Space, it shall, within fifteen (15) business days after such election, shall enter into an amendment to this Lease on a form prepared by Landlord incorporating within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space as part of to Tenant on the Leased Premises subject Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and voidPremises initially demised hereunder. If Tenant shall not elect fail to give notice of its election to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15the aforesaid 5-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. Space For purposes of the first sentence of this Section, the term "lease" shall not be deemed to be “available for lease” if such space is include (a) the subject leasing of any space then leased to or occupied by, or the extension or renewal or extension of an expiring a lease with a with, any then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result tenant or occupant, (b) the exercise of any holdover expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or other occupant (c) the lease of any Offered Spacespace to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the premises known as 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX.

Right of First Offer. Provided that (i) If Tenant is not then in default under this Leasethe Lease beyond any grace or cure period, as may be applicable, Tenant shall have one time Right of First Offer to lease Suite 800, which is contiguous to Suite 808 and marked on Exhibit "A" and any part or all of the 7th floor space, and other space in the building (ii) "Expansion Space"), during the Lease Term as the space becomes available, subject to any encumbrances which may exist at the time this Lease Agreement is then in full force and effect, (iii) signed or at the Tenant named herein has not assigned this Lease or sublet any part of time the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, ifspace becomes available, at any time during the TermMarket Rent, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, defined below. The Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the offer such space to Tenant when it becomes available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time exercise its right and option to lease the Offered Space for a minimum of three (3) years on the Terms under this paragraph by delivering giving written notice to Landlord within three of its exercise of this right and acceptance of Landlord's offer not later than twenty (320) business days after following its receipt of Landlord’s notice's offer. Expansion Space shall be deemed available when it is vacant and broom clean and not subject to any tenant rights other than Tenant's right herein. Upon exercise of Tenant's right under this paragraph, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into parties shall execute an amendment to this the Lease on a form prepared by Landlord incorporating whereby the Offered Expansion Space as part shall be included in the definition of the Leased Premises "Premises" under the Lease and shall be subject to the Terms for a minimum terms of three years and Landlord's offer accepted by Tenant. If not accepted, Tenant's right under this paragraph shall terminate as to the Termination Right as provided for in Section 2.N. below offered space, except that, if Tenant does not exercise its right hereunder only because the. parties were unable to agree on the Market Rent, Tenant's right hereunder shall continue if Landlord markets the Expansion Space to third parties at less than 95% of the Market Rent offered to Tenant. Market Rent shall be null and void. If Tenant shall not elect defined as the rental rate which is equal to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect the' prevailing market rent for properties similar to the Offered SpaceBuilding in quality, size, location and use in Miami Florida on the date of the exercise of the Right of First Offer, taking into account size and location of the Premises, any rent concessions, moving concessions, tenant allowances, and Landlord brokerage commissions prevailing in the market at such time, as well as Tenant's creditworthiness, length of the term, and extent of services provided or to be provided. Tenant's Flight of First Offer shall be free to lease any or all of such Offered Space limited to a third party or parties from time to time on such terms total area of Expansion Space of 31,638 square feet in the Building and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceautomatically terminate when size has been reached.

Right of First Offer. Provided that After the Building is fully leased, and so long as this Lease remains in full force and effect without any default by Tenant beyond the applicable grace period, Tenant shall have a one-time right of first offer, pursuant and subject to the following terms and conditions, to lease (i) Tenant is not then in default under this Leasethe remainder of the second floor of the Building (currently leased to 908 Devices), (ii) this Lease is then in full force and effect, 37,500 square feet of the first floor of the Building located below the Premises or (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) at Tenant’s financial condition meets the financial criteria Landlord requires for the lease of election, both such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “TermsAvailable Space”); provided that, the Available Space shall be lab capable for a wet laboratory use similar to Tenant’s Permitted Use. In the event that Landlord desires to lease any Available Space other than to its then current tenant or occupant (if any) or any other party presently entitled pursuant to a written agreement to lease such Available Space, Landlord shall first make a written offer to lease such Available Space to Tenant, stating the Fixed Rent that Landlord will accept and all other material terms and conditions of the proposed lease. Tenant shall thereupon have the one time right and option to may lease the Offered such Available Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of accepting Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, offer in writing within fifteen (15) business days after notice of such election, enter into an amendment to this Lease on a form prepared offer has been given by Landlord incorporating the Offered Space as part to Tenant or, if later, fifteen (15) business days after determination of the Leased Premises subject Fair Market Value rent (hereinafter referred to as the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void“Response Deadline”). If Tenant shall does not elect to lease the Offered Space within so accept such 3-business day periodoffer, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Available Space to a any third party or parties from time to time on such terms and conditions as it Landlord may deem appropriate. elect, in which case Tenant shall have no further recourse with respect to such Available Space; provided that, if Landlord desires to enter into a lease for the Available Space shall not that is at a rental rate which would be deemed less than 95% of the net effective rent offered to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Tenant, Landlord shall not be liable required to re-offer the Available Space to Tenant for any failure to deliver in accordance with the provisions of this Section 2.3 at such space as a result of any holdover tenant or other occupant of any Offered Spacelower net effective rent.

Right of First Offer. Provided that (ia) Tenant is not then in default If the Borrower or any Subsidiary contemplates undertaking an issuance of any Indebtedness (other than (x) Indebtedness permitted under this LeaseSection 8.03(a), (ii) this Lease is then in full force and effectc), (iiid), (e), (f), (j), (k) or (m) or (y) Indebtedness in an aggregate principal amount below the Tenant named herein has Threshold Amount), then, not assigned this Lease or sublet any part less than thirty (30) Business Days prior to the proposed date of such issuance, the Leased Premises and is then in actual occupancy of Borrower shall provide written notice (a “Debt Issuance Notice”) thereof to the entire Leased PremisesLenders, and shall deliver promptly to the Lenders such information concerning such issuance as the Lenders may reasonably request. (ivb) Tenant’s financial condition meets the financial criteria Landlord requires for the lease For a period of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available twenty (20) Business Days (the “Offered SpaceExclusivity Period”)) after receipt by the Lenders of a Debt Issuance Notice, set forth the Lenders shall have the exclusive option, but not the obligation, to propose the material terms and conditions on (the “Proposed Terms”) under which it is they would be willing to lease the Offered Space, which may include provide such Indebtedness by delivering written notice (a term whose expiration date is not coterminous with the “Proposed Term applicable Sheet”) thereof to the Leased PremisesBorrower, setting forth such Proposed Terms. Failure by the Lenders to deliver a Proposed Term Sheet within the applicable Exclusivity Period shall be deemed an election by the Lenders not to provide such Indebtedness. If the Lenders deliver a Proposed Term Sheet to the Borrower that purports to provide not less than the aggregate amount of financing contemplated by the issuance contemplated in the Debt Issuance Notice, then neither the Borrower nor any Subsidiary may then undertake any such issuance with any other Person unless such issuance with such other Person (x) includes financial covenants and events of default and other terms including amortization, mandatory prepayments and maturity dates that are more favorable (taken as a whole) to the date on which Borrower and its Subsidiaries than the Indebtedness contemplated by the Proposed Term Sheet (such Offered Space is expected determination to be available made by the Borrower in good faith) and (collectivelyy) has an All-In-Yield that is less than the All-In-Yield of the Indebtedness contemplated by the Proposed Term Sheet; provided, that, prior to undertaking any such issuance with any other Person, the “Terms”). Tenant Borrower or such Subsidiary shall thereupon have provide the one time right Lenders with at least ten (10) Business Days’ notice thereof (and option such information with respect thereto as the Lenders shall reasonably request) and afford the Lenders a period of five (5) Business Days thereafter to lease the Offered Space for propose a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space Proposed Term Sheet containing economic terms at least as part of the Leased Premises subject favorable to the Terms for a minimum of three years and Borrower or such Subsidiary as the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all economic terms of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriateIndebtedness. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.2.14

Right of First Offer. 10.1 Provided that (i) Tenant is not then in default under this the terms, covenants and conditions of the Lease, as amended hereby, during the period commencing as of the date of this Amendment and ending August 15, 2013, Tenant shall have a one time right of offer (the “Offer Right”) to lease each of the separately demised space on the first floor of Building A (as depicted on Exhibit C attached hereto) (each, an “Offer Space”) at such time as such Offer Space becomes Available (defined below). Tenant’s Offer Right shall be exercised as follows: at any time after Landlord has determined that the Offer Space has become Available (defined below), Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such Offer Space to Tenant on the terms set forth in the Advice, which terms shall reflect the Prevailing Market (hereinafter defined) rate for the Offer Space as reasonably determined by Landlord. For purposes hereof, the Offer Space shall be deemed to become “Available” as follows: (i) if the Offer Space is not under lease to a third party or otherwise occupied as of the date of mutual execution and delivery of this Amendment, the Offer Space shall be deemed to first become Available (A) at the time Landlord elects, in its sole discretion, to build spec suites in such Offer Space, or (B) prior to Landlord’s leasing of the Offer Space when Landlord has located a prospective tenant that may be interested in leasing the Offer Space; and (ii) this Lease thereafter, or if the Offer Space is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease under lease to a third party or sublet any part otherwise occupied as of the Leased Premises date of mutual execution and is then in actual occupancy delivery of this Amendment, the Offer Space shall be deemed to become Available when Landlord has determined that the third- party tenant of the entire Leased PremisesOffer Space will not extend or renew the term of its lease, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires or enter into a new lease, for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to Offer Space. Tenant may lease such spaceOffer Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered SpaceNotice of Exercise”)) within five (5) days after the date of Tenant’s receipt (or deemed receipt, set forth per the terms and conditions on notice provision of the Lease) of the Advice, failing which it is willing to Landlord may lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable subject Offer Space to the Leased Premisesany third party on whatever basis Landlord desires, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to such subject Offer Space. If Tenant exercises its Offer Right for the Offered Space, and Landlord shall be free to lease any or all of such Offered Offer Space to a third party or parties from time to time on such in accordance with the terms and conditions of this Section 10, effective as it may deem appropriate. of the date Landlord delivers the subject Offer Space, such Offer Space shall not automatically be deemed included within the Premises and subject to be “available for lease” if such space is all the subject terms and conditions of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space the Lease, as a result of any holdover tenant or other occupant of any Offered Space.amended hereby, except as set forth in Landlord’s notice and as follows:

Right of First Offer. (a) Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned effect and that no default shall exist under this Lease or sublet any part (both at the time of the Leased Premises and is then in actual occupancy exercise of the entire Leased Premisesright(s) described in this Section 40 and at the commencement of the term of any lease in respect of the Offer Space [as hereinafter defined]), and Tenant shall have the right (ivthe "Right of First Offer") Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of first three (3) years of this Lease to lease all or any portion of the area of the Building cross hatched on Exhibit A (the Terms "Right of First Offer Space") as such area becomes available. The Right of First Offer is subject to any rights of other tenants in the Building in respect of the Right of First Offer Space and further subject to the right of Landlord to enter into extensions or renewals of leases in effect with any tenant on such floor following the expiration of its lease (whether or not an express renewal option is afforded to such tenant under the terms of its lease). If Landlord proposes to offer for lease all or any portion of the Right of First Offer Space, Landlord shall first furnish to Tenant a notice (the "First Offer Proposal") containing the material terms of the proposed lease in respect of the applicable portions of the Right of First Offer Space (the "Offer Space"), including without limitation (i) a floor plan of the Offer Space, (ii) annual fixed rent, (iii) any and all escalations or other charges, (iv) tenant concessions or other inducements, (v) the proposed effective date, and (vi) any other material terms which Landlord shall deem appropriate. Tenant shall have the option, exercisable by delivering notice delivered to Landlord within three five (35) business days after Tenant's receipt of Landlord’s notice's First Offer Proposal, time being of to lease the essenceOffer Space upon such terms and conditions as are contained in the First Offer Proposal. If Tenant elects timely delivers to lease Landlord written notice of Tenant's exercise of the Offered Right of First Offer for the Offer Space, it shall, within fifteen (15) business days after such election, then promptly thereafter the parties shall enter into an amendment a supplemental agreement to this Lease on a form prepared by Landlord incorporating the Offered Offer Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and voidPremises. If Tenant shall not elect to lease the Offered Space within such 3-business day period, declines or fails to enter into such an amendment to this Lease within such 15-day periodtimely exercise its Right of First Offer, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall thereafter be free to lease any or all of such Offered the Offer Space to a third any third-party or parties from time tenant without regard to time the restrictions contained in this Section 40 and on such terms and conditions as it Landlord may deem appropriate. Space shall decide in its sole discretion, provided, however, that the annual -------- ------- fixed rent and other material terms are not be deemed substantially more favorable to be “available for lease” if any such space is the subject of any renewal or extension of an expiring lease with a then existing prospective third party tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.

Right of First Offer. (a) Provided that (i) Tenant no default has occurred and is not then in default under this Leasecontinuing, (ii) the creditworthiness of Tenant is substantially the same as of the date of this Lease is then in full force Amendment, and effect, (iii) the Tenant originally named herein or its Permitted Transferee remains in possession of and has not assigned this Lease or sublet any part of the Leased Premises and is then been continuously operating in actual occupancy of the entire Leased PremisesPremises throughout the Lease Term, and subject to any rights of other tenants to the Offer Space (ivas defined herein) Tenantand Landlord’s financial condition meets right to renew or extend the financial criteria lease term of any other tenant with respect to the portion of the Offer Space now or hereafter leased by such other tenant, Landlord requires shall, before entering into a lease with a third party for the lease of such space, if, at any time during adjacent space located in the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify Building shown cross-hatched on the space available attached Exhibit D (the “Offered Offer Space”), set notify Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms and conditions on upon which it Landlord is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable Offer Space to the Leased Premises, and the date on which such Offered Space is expected to be available Tenant (collectively, the “TermsLandlord’s Notice”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three seven (3) years on the Terms by delivering notice to Landlord within three (37) business days after from its receipt of Landlord’s notice, time being of the essence. If Tenant elects Notice to deliver to Landlord a written notice agreeing to lease the Offered Space, it shall, Offer Space on the terms and conditions contained in Landlord’s Notice (“Tenant’s Acceptance”). In the event Tenant fails to deliver Tenant’s Acceptance to Landlord within fifteen said seven (157) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to failure shall be conclusively deemed a rejection of the Offer Space and a waiver by Tenant of this Lease within such 15-day periodright of first offer, then whereupon, except as provided in (c) below, Tenant shall have no further rights under this section with respect to the Offered Space, Offer Space and Landlord shall be free to lease any or all of such Offered the Offer Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceparty.

Right of First Offer. Provided In no event shall Landlord, during the initial Term of the Lease, decide to lease space, agree to lease or offer to lease space that (i) becomes available in the Building, unless Landlord first affords Tenant is an opportunity to lease such area in accordance with the provisions of this Exhibit "J" and only after written notice to Tenant. Upon receipt of such notice from Landlord, and provided further that there does not then in default exist an uncured, continuing Event of Default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect the one-time right to the Offered Spacelease any such space, and on an "as is" basis, by giving notice to Landlord to such effect within sixty (60) days after Tenant's receipt of Landlord's notice of such availability. If such notice is not so timely given by Tenant, then Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time the subject space on such whatever terms and conditions as it may deem appropriateLandlord desires at any time after the expiration of said sixty (60) day period. Space The non-exercise by Tenant of its rights under this Exhibit "J" as to any one offer, shall not be deemed to be “available waive Tenant's rights of first offer as to any offers or space availability within the Building, as the parties acknowledge and agree that this is a one-time right of first offer only. In the event that Tenant exercises its right of first offer to lease such rentable space in the Building when it becomes available, then Landlord and Tenant hereby agree that they shall enter into a mutually acceptable amendment to this Lease, specifying that such rentable area is a part of the Premises under this Lease and demising said premises to Tenant pursuant to the same terms and conditions contained in this Lease, with the exception that as part of such amendment, and as a condition of Tenant's right to exercise its right of first offer for lease” if any such space is Tenant shall agree to and such amendment shall reflect (i) that the Rent for such space shall be as set forth in Section 1.1 of this Lease, as amended by this Amendment, specifically excluding the $ 18.50 per square foot Fixed Rent from the Expansion Date to September 30, 2007 (the Expansion Space as defined in this Amendment) including the current tax and operating base of $7.37 per square foot included within said Rent, and (ii) that Tenant's right to lease such new rentable space shall be for the then remaining Term under the Lease. Such amendment shall also contain other appropriate terms and provisions relating to the addition of such rentable space to this Lease, and as mutually agreed upon by the parties, and shall be signed by Tenant within thirty (30) days of receipt of the proposed amendment from the Landlord in the form as hereinabove required. Notwithstanding anything to the contrary in this Exhibit "J", if Tenant notifies Landlord of its election to lease such available rentable space in the Building which was the subject of Landlord's notice and then fails to execute and deliver the required amendment to this Lease once the same has been mutually agreed upon by Landlord and Tenant in accordance with this Exhibit "J", then (i) Tenant shall be deemed to have waived its rights under this Exhibit "J", (ii) Landlord shall have the unrestricted right to lease such space to any renewal or extension third party upon any terms as it desires, and (iii) Tenant's right of first offer hereunder shall automatically terminate and be of no further and effect. The recording by the Landlord of an expiring lease with affidavit to such effect shall be conclusive evidence of the termination or waiver of Tenant's right of first offer option hereunder. Otherwise, if the Landlord and Tenant, each acting reasonably and in good faith, fail to agree on a mutually agreeable form of amendment to this Lease within said thirty (30) day period upon receipt of Landlord's proposed form of amendment, unless such date is extended by mutual agreement of both parties hereto, then existing tenant. Landlord such failure shall not be liable to Tenant for any failure to deliver such space treated as a result non-exercise by Tenant of any holdover tenant or other occupant its right of any Offered Spacefirst offer in accordance with the first paragraph of this Exhibit "J".

Right of First Offer. The following language is hereby added as a new paragraph in Article 34: "Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effecteffect and Tenant is not in default hereunder, (iii) Tenant shall have a one-time right of first offer on any space on the Tenant named herein has not assigned this Lease or sublet any part 4th floor of the Leased Premises and is then Building in actual occupancy accordance with this paragraph. Prior to leasing any space on the 4th floor of the entire Leased Premises, and Building (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space"4,h Floor ROFO Space"), Landlord shall notify Tenant. Xxxxxxxx’s Tenant in writing, which notice (a "4,h Floor ROFO Notice") shall identify contain all of the space available (the “Offered Space”), set forth the terms and material conditions on under which it Landlord is willing prepared to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable 4th Floor ROFO Space to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”)Tenant. Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three fifteen (315) years on the Terms by delivering notice to Landlord within three (3) business days after Business Days from receipt of Landlord’s noticea 4,h Floor ROFO Notice, time being of the essence, to advise Landlord, in writing, that it has elected to lease such 4lh Floor ROFO Space. If Tenant elects to lease the Offered Spaceso notifies Landlord, it shall, within fifteen (15) business days after such election, then Landlord and Tenant shall enter into an amendment to of this Lease that incorporates the 4lh Floor ROFO Space in question into the Premises, on a form prepared by Landlord incorporating the Offered Space as part of terms and conditions set forth in the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void4,h Floor ROFO Notice. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodtimely exercise its right of first offer, then Tenant it shall have no further rights under this section paragraph as to that 4,h Floor ROFO Space. If Tenant exercises on a timely basis but thereafter fails to execute and deliver to Landlord die amendment to this Lease within fifteen (15) days after receipt from Landlord, then at Landlord's option, Tenant's exercise shall be void and Tenant shall thereupon have no further rights under this paragraph with respect to that 4,h Floor ROFO Space." 10. Security Deposit. Article 31 of the Offered SpaceLease is hereby amended as follows: (a) The amount of the Security Deposit is hereby increased to $167,209.98. Tenant shall deposit with Landlord $83,604.99 upon execution of this Amendment so that the full amount of the Security Deposit is posted. (b) The last paragraph of Article 31 is hereby amended to provide that if the decrease in the amount of the Security Deposit contemplated therein occurs, and Landlord the reduced amount of the Security Deposit shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate$111,473.32. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.C Uscrs\mmccorthy\AppDala\Locn! Microsoft Windows INctCache\Conlcnl Oullook\XR20N9G6\First Amendment 12.20.17 (clean).docx

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) During the Tenant named herein has not assigned this Lease or sublet any part period of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered First Offer Period”) commencing on the date of the full execution of this Lease and continuing until the Lease Expiration Date, as may be extended pursuant to the Lease Extension Addendum attached hereto as Exhibit F (subject, however, to the limitations set forth hereinbelow), Tenant shall have a continuing right of first offer (the “Right of First Offer”) to lease any space in the Building which is other than the Premises (the “ROFO Space”), set forth when such applicable ROFO Space becomes available for lease, as determined by Landlord and described hereinbelow. For purposes hereof, the terms and conditions on which it is willing applicable ROFO Space shall become available for lease to Tenant immediately prior to the first (1st) time Landlord intends to submit to a third party (other than an existing tenant or affiliate leasing such ROFO Space, or portion thereof) a bona fide proposal or letter of intent to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered ROFO Space is expected to be available (collectively, the “TermsThird Party Proposal”). Tenant Notwithstanding the foregoing to the contrary: (a) Tenant’s Right of First Offer shall thereupon have be subject and subordinate to all expansion, first offer and similar rights currently set forth in any lease for space in the one time right and option to lease Building or the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being Complex which has been executed as of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to date of execution of this Lease on a form prepared by Landlord incorporating (the Offered “ROFO Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Superior Rights”); (b) Tenant shall have no further rights under such Right of First Offer during the last eighteen (18) months of the initial Term of this section with respect Lease (and the First Offer Period shall be shortened to be the day immediately preceding such 18-month period) unless either (i) as of the date Landlord delivers to Tenant Landlord’s First Offer Notice (as defined below), Tenant has previously properly exercised its Renewal Option to extend the initial Term of this Lease for the entire Renewal Premises for the Option Term (as defined in and pursuant to the Offered SpaceLease Extension Addendum), and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” (ii) if such space Landlord’s First Offer Notice is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable delivered to Tenant on or before the Exercise Date (as defined in the Lease Extension Addendum), then concurrently with Tenant’s delivery of Tenant’s Election Notice (as defined below) exercising such Right of First Offer, Tenant delivers to Landlord Tenant’s Exercise Notice properly exercising such Renewal Option to extend the initial Term of this Lease for the entire Renewal Premises for the Option Term pursuant to the Lease Extension Addendum (which Tenant shall have the right to do notwithstanding the time frames for delivery of Tenant’s Interest Notice and Exercise Notice set forth in the Lease Extension Addendum); and (c) Tenant shall have no such Right of First Offer in any failure to deliver such space as a result event during the last two (2) years of any holdover tenant or other occupant of any Offered Spacethe Option Term, if applicable.

Right of First Offer. Provided that At any time during the Term hereof (i) Tenant is not then in default under this Leasethe “First Offer Period”), (ii) this Lease is then in full force and effectLandlord agrees to offer Tenant, (iii) the Tenant named herein has not assigned this Lease from time to time, all or sublet any part of the Leased Premises and is then in actual occupancy seventh (7th) floor of the entire Leased Premises, and Building (ivthe “First Offer Space”) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be which becomes “available for lease” and Landlord desires to lease such space(as hereinafter defined) during the First Offer Period, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth on the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”)hereinafter set forth. Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. The First Offer Space shall not be deemed to be “available for lease” if at such space time as Landlord is actively pursuing bona fide third party prospective tenants for the First Offer Space; provided that in all instances, the First Offer Space that is “available for lease” shall be subject to the rights of any renewal or extension of an expiring lease with a then the existing tenanttenants occupying the First Offer Space. Landlord shall not be liable deemed to have made the First Offer Space available for leasing by consulting with potential tenants or brokers in order to attempt to determine the prevailing market rate of the First Offer Space nor shall this Section 3.03 prohibit Landlord from entering into negotiations with prospective tenants for the First Offer Space so long as Landlord complies with the provisions of this Section 3.03 prior to executing a lease for the First Offer Space to a prospective third party tenant. When the First Offer Space becomes available for lease, Landlord shall give Tenant written notice of (y) the prevailing market rate (as defined below) and (z) if applicable, the prevailing market construction allowance (as defined below). Within fifteen (15) days after Landlord's written notice, time being of the essence, Tenant shall give written notice to Landlord of whether or not Tenant desires to lease the First Offer Space. If less than the entire i 11 floor of the First Offer Space becomes available, Tenant will only have the right to lease that part of the First Offer Space that becomes available. If the entire 7th floor of the First Offer Space becomes available, Tenant may elect to lease either (a) all of the First Offer Space, or (b) only that part of the First Office Space shown as “Space A” on Exhibit G attached hereto, or (c) only that part of the First Office Space shown as “Space B” on Exhibit G attached hereto. If (i) Tenant elects not to exercise its right to lease the First Offer Space, or (ii) Tenant fails to give Landlord written notice of its exercise within said fifteen (15) day period, then Landlord may thereafter lease the First Offer Space to a third party at such rental and subject to such terms as it may choose, without further notice to Tenant for any failure to deliver such space as a result and free of any holdover tenant right of Tenant. If Tenant timely elects to exercise its right to lease all or other occupant the part of any Offered the First Offer Space identified in (a)-(c) above, but does not agree with Landlord's determination of the prevailing market rate and/or the prevailing market construction allowance, then Landlord and Tenant shall negotiate, in good faith, to mutually agree on the prevailing market rate and/or the prevailing market construction allowance. If Landlord and Tenant are unable to mutually agree on the prevailing market rate and/or the prevailing market construction allowance within ten (10) days of Landlord's receipt of Tenant's exercise its right to lease the First Offer Space., then both Tenant and Landlord shall mutually select a third party Illinois real estate leasing broker (the “Third Party Broker”) familiar with the Loop office market to determine said the prevailing market rate and/or the prevailing market construction allowance. If the parties are unable to mutually agree on said Third Party Broker, then both Tenant and Landlord shall each select an Illinois real estate leasing broker familiar with the Loop office market and the two brokers shall then select the Third Party Broker to make such determination. The Third Broker's determination of the prevailing market rate and/or the prevailing market construction allowance shall be conclusive and binding on both Tenant and Landlord hereunder. Each party shall pay the costs and expenses, if any, of their broker and the cost of the Third Broker shall be shared equally between Tenant and Landlord. If Tenant timely elects to exercise its right to lease the First Offer Space (i) the lease (or Lease amendment) for such First Offer Space shall be executed by Tenant, (ii) the term of the lease for such First Offer Space shall commence on a date to be negotiated between Landlord and Tenant, (iii) the rental

Right of First Offer. Provided that If the remainder of the 16th Floor of the Building (ithe “Offer Space”) becomes vacant after a new-to-be-determined tenant first leases and then vacates the Offer Space, and if Landlord intends to lease the Offer Space, then Landlord shall notify the Tenant of the particulars of the Offer Space (a “ROFO Trigger Notice”). The ROFO Trigger Notice shall include Landlord’s determination of Fair Market Value for the Offer Space, the base year for Operating Costs, Taxes and Insurance for the Offer Space, a new calculation of Tenant’s Pro Rata Share, a floor plan of the Offer Space and the date the Offer Space is available for possession by Tenant, and all material economic terms applicable to the leasing of the Offer Space. The right of first offer provided to Tenant as described in this Section 2.13 (the “ROFO”) shall be a one-time right, subject to any Prior Rights, and may be exercised by Tenant, if and only if: (A) no default has occurred under the Lease (which remains uncured beyond the expiration of any applicable notice and cure periods) as of the date Landlord is to send the ROFO Trigger Notice for the Offer Space; (B) Tenant is not then in default of the Lease (which remains uncured beyond the expiration of any applicable notice and cure periods) as of the commencement date of the lease of the Offer Space; and (C) Tenant is then-leasing and occupying seventy percent (70%) or more of the Premises. Tenant shall have ten (10) calendar days after receipt of such ROFO Trigger Notice to notify the Landlord in writing (a “ROFO Acceptance Notice”) that it wishes to exercise the ROFO to lease the Offer Space by incorporation thereof into the Premises under this Lease, (ii) this Lease is then in full force and effect, (iii) for the Tenant named herein has not assigned this Lease or sublet any part remainder of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Lease Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects declines to lease accept the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Offer Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease deliver a ROFO Acceptance Notice within such 15-day the required time period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to complete a lease transaction by execution of a binding lease with a bona fide, third-party for all or any or all portion of such Offered the Offer Space. If the Tenant delivers a ROFO Acceptance Notice to Landlord in accordance with the foregoing, then the terms and conditions for the Offer Space to a third party or parties from time to time on such shall be the same terms and conditions as it may deem appropriate. for the Premises, including the expiration date of this Lease, except as set out in the ROFO Trigger Notice (including Tenant’s requirement to accept possession of the Offer Space on the date the ROFO Trigger Notice states that the Offer Space is available for possession, and except that, in the event the Landlord and Tenant are unable to agree on Fair Market Value for the Offer Space within thirty (30) days after Landlord’s receipt of the ROFO Acceptance Notice, the Base Rent for the Offer Space shall not be the amount determined in accordance with Exhibit C, attached hereto, and the rentable square footage of the Offer Space shall be determined upon the completion of a mutually agreed upon space plan for the Offer Space). The Base Tax Year for the Offer Space shall be reset to the fiscal year in which the commencement date of lease for the Offer Space occurs and the Base Operating Year for the Offer Space shall be reset to the calendar year in which the commencement date of the lease for the Offer Space occurs. In such event, Landlord shall prepare an addendum to the Lease in respect of the Offer Space mutually-acceptable to Tenant and Landlord for signature by the Tenant and the Landlord. For the avoidance of doubt, in the event that the ROFO has been made by Landlord to Tenant, and Tenant (i) declines to accept such Offer Space; (ii) fails to deliver the ROFO Acceptance Notice in the time period specified above, or (iii) is unable to accept the Offer Space because of a failure of Tenant to meet any of the conditions to exercise such ROFO in this Section 2.13, the ROFO shall be deemed forfeited and Tenant shall no longer have any rights pursuant to be this Section 2.13. “available for leasePrior Rights” if such space is shall mean the subject explicit rights under leases with the existing tenants in the Building to lease the Offer Space which rights exist as of any renewal or extension the Delivery Date of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethis Lease.

Right of First Offer. Provided that Commencing as of the Lease Commencement Date and continuing throughout the Lease Term (including the Option Term(s), if applicable) Tenant shall have continuing (subject to the terms hereof) right of first offer with respect to (i) Tenant is not then in default under this Leasethat certain space located on the first (1st) floor of the Building containing approximately 5,316 rentable and 4,664 usable square feet and commonly known as Suite 100, (ii) this Lease is then in full force that certain space located on the first (1st) floor of the Building containing approximately 1,588 rentable and effect1,393 usable square feet and commonly known as Suite 120, and (iii) that certain space located on the Tenant named herein has not assigned this Lease or sublet any part first (1st) floor of the Leased Premises Building containing approximately 1,819 rentable and is then in actual occupancy of the entire Leased Premises, 1,596 usable square feet and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces commonly known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available 130 (collectively, the “Terms”"First Offer Space"). Notwithstanding the foregoing (i) the lease term for Tenant's lease of the First Offer Space pursuant to Tenant's exercise of such first offer right of Tenant shall thereupon have commence only following the one time right expiration or earlier termination of (A) those existing lease pertaining to the First Offer Space, true and option to lease correct listing of which are attached hereto as Exhibit F (the Offered "Existing Leases"), and (B) if the First Offer Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being is vacant as of the essence. If Tenant elects date of this Lease, the first lease pertaining to lease the Offered Space, it shall, within fifteen (15) business days First Offer Space entered into by Landlord after such election, enter into an amendment to the date of this Lease on a form prepared by Landlord incorporating (collectively, the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period"Superior Leases"), or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of including any renewal or extension of any such existing or future lease, whether or not such renewal or extension is pursuant to an expiring express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to lease with a then existing tenantamendment or new lease, and (ii) such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to the tenants of the Superior Leases (the rights described above to be known collectively as "Superior Rights"). Landlord Tenant's right of first offer shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceon the terms and conditions set forth in this Section 1.4.

Right of First Offer. Provided (a) Subject to the terms and conditions set forth herein, Tenant shall have an on-going right of first offer (the "Right of First Offer") with respect to any office space contiguous to the Leased Premises on any floor in the Building on which the Leased Premises is located and on any office space immediately adjacent to any floor on which the Tenant leases at least 2/3rd of the floor's Usable Square Feet (any portion of such space or collectively, the "Offering Space"). Tenant's Right of First Offer shall be exercised as follows: at any time after Landlord has determined that an existing tenant in the Offering Space will not extend or renew the term of its lease for the Offering Space (but prior to leasing such Offering Space to a party other than the existing tenant), Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is prepared to lease the Offering Space to Tenant, including without limitation the term of any such lease, which terms shall reflect the Prevailing Market rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the "Notice of Exercise") within five (5) business days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) Tenant is not then in default under this Lease, the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) this the Lease is then in full force and effect, has been assigned (other than to an Affiliate) prior to the date Landlord would otherwise deliver the Advice; or (iii) the Tenant named herein has is not assigned this Lease or sublet any part occupying all of the Leased Premises and is then in actual occupancy of on the entire Leased Premises, and date Landlord would otherwise deliver the Advice; or (iv) Tenant’s financial condition meets the financial criteria Landlord requires Offering Space is not intended for the lease exclusive use of such space, if, at any time Tenant during the Lease Term, those certain spaces known as Suite 340, 360, and 370 ; or (v) the existing tenant in the Offering Space is interested in extending or will be “available renewing its lease for lease” and Landlord desires the Offering Space or entering into a new lease for such Offering Space. Tenant's Right of First Offer shall expire on the first day of the twenty-fourth (24th) month prior to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space the Lease Term is expected to be available (collectivelyexpire, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed extended pursuant to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceSection 3.5 above.

Right of First Offer. Provided that (i) Tenant is not then in default beyond applicable grace and cure periods as provided for under this Lease, (ii) this Lease is then in full force if any space contiguous to the Premises becomes vacant and effectavailable for lease by Landlord during the Term hereof, (iii) the Landlord shall promptly advise Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, fact in writing (“Landlord’s Space Notice”) and 370 is or will be “available for lease” and Landlord desires shall negotiate in good faith with Tenant to lease such spacespace to Tenant upon terms and conditions that Landlord is offering other comparable space in the Park (“Right of First Offer”). In the event that Landlord and Tenant are not able, for any reason, to agree on the terms within 15 business days after Landlord’s Space Notice has been delivered to Tenant, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the be free to rent such space available (the “Offered Space”), set forth the to whomever Landlord wishes and on whatever terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premisesdesires, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to Right of First Offer unless and until the Offered Space, and Landlord shall be free to lease any or all of such Offered Space space has been leased to a third party or parties from time to time on such and subsequently vacated by the third party, in which event Landlord shall promptly provide Landlord’s Space Notice again and the foregoing procedure shall be repeated until the end of the Lease Term. In the event that Landlord and Tenant do agree upon terms and conditions as it for such space, Landlord and Tenant shall promptly execute an amendment to the Lease to incorporate such space. Landlord may deem appropriate. Space shall not be deemed to be “available for lease” if such space is show the subject space to and work with potential tenants at any time regarding the space, so long as Landlord has given Tenant the opportunity to exercise its Right of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space First Offer as a result of any holdover tenant or other occupant of any Offered Spacedescribed in this Section.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, If at any time during the TermTerm of the Lease, those certain spaces known as Suite 340, 360, and 370 adjacent space on the second (2nd) or third (3rd) floor of the Building (the "First Offer Space") is or will be “available for lease” lease or is about to become available for lease (such space shall not be deemed available for lease if it is currently subject to any existing options or rights of existing tenants of the Building) and Landlord desires to lease such spaceso long as Tenant is not in default of this Lease, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify Tenant of the availability of such space available (the “Offered "Offer Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”"). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three five (3) years on the Terms by delivering notice to Landlord within three (35) business days after receipt to accept Landlord's offer. Such right of Landlord’s notice, first offer is a one (1) time being of only right with respect to the essenceOffer Space. If Tenant elects to lease the Offered Offer Space, it shall, within fifteen (15) business days after the terms of such election, enter into an amendment to lease shall be the same terms and conditions of this Lease on a form prepared by Landlord incorporating except, (i) Base Rent shall be the Offered Space as part rate Tenant is paying at the time of the Leased exercise of the right of first offer (including three percent (3%) annual increases; (ii) Tenant shall accept the Offer Space in its "as-is" condition and Landlord shall not be required to perform any improvements to the Offer Space or provide any allowance therefor; and (iii) the term of the lease with respect to the entire Premises (including the Offer Space) following Tenant's exercise of the right of first offer shall be, at Tenant's election: (1) unchanged such that the Term of the Lease with respect to the entire Premises shall expire on the Expiration Date, in which case the Base Rent payable by Tenant for the Offer Space shall be increased by One and 00/100 Dollar ($1.00) per rentable square foot per year from that set forth in clause (i) above; or (2) extended by no less than four (4) years (with any longer extension to be subject to Landlord's reasonable approval). If the Terms Term of the Lease is extended pursuant to clause (iii)(2) above, the Base Rent for a minimum of such extended term shall increase by three years and the Termination Right as provided for in Section 2.N. below shall be null and voidpercent (3%) each year. If Tenant shall not elect fails to lease the Offered Space accept Xxxxxxxx's offer within such 3-five (5) business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease the Offer Space any or all time during the term of such Offered Space to a third party or parties from time to time on such terms this Lease free and conditions as it may deem appropriateclear of any rights of Tenant. Space The right of first offer contained herein shall not be deemed apply to be “available for lease” if such space is the subject of any renewal or extension of an expiring existing lease with a then existing (even if such lease does not contain an automatic extension right) and shall be personal to the entity executing this Lease as tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) To the Tenant named herein has not assigned this Lease extent Lessor determines to sell all or sublet any part portion of the Leased Premises and is then in actual occupancy Premises, Lessor will grant Lessee the right of first offer to purchase that same portion of the entire Leased Premises. Prior to seeking, entertaining or considering any offers for the sale or purchase of such property, Lessor shall notify Lessee in writing that it intends to sell such property, describing in sufficient detail the property to be sold. Lessor shall promptly make available all records pertaining to the property to be sold for Lessee’s review, and Lessee shall have thirty (iv30) Tenant’s financial condition meets the financial criteria Landlord requires for the lease days from receipt of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three review these records. Lessee shall have sixty (360) business days after receipt of LandlordLessor’s notice, time being notice to submit a written offer to Lessor for the purchase of the essenceproperty to be sold. Should Lessee fail to timely submit an offer to purchase such property, then Lessee shall be deemed to have waived its right of first offer for such property (subject to its reinstatement as provided below). Lessor shall have thirty (30) days from receipt of Lessee’s written offer to elect to sell the property to Lessee or to seek offers from other parties. Failure by Lessor to timely respond to Lessee’s written offer shall be deemed to be a rejection of Lessee’s offer. If Tenant elects to lease Lessor accepts Lessee’s offer, the Offered SpaceParties shall promptly commence preparation of the closing documents. If Lessor does not accept Lessee’s offer, it shall, within fifteen then Lessor shall have a period of six (156) business days months after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for rejection in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails which to enter into a bona fide purchase and sale agreement to sell such an amendment property to this Lease another party, provided Lessor shall not agree to sell such property to any other party unless their offer is at least ten percent (10%) greater in value than the offer submitted by Lessee. In the event Lessor has not entered into a bona fide purchase and sale agreement with another party within such 15-day periodsix (6) months from rejecting Lessee’s offer, or the waiver by Lessee’s of its right of first offer as described above, then Tenant Lessee shall once again have no further rights under this section the right of first offer with respect to such property under the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such same terms and conditions as it may deem appropriatedescribed above. Space Any exercise or failure to exercise this right of first offer with respect to some but not all of the Refinery, or Lessor’s sale under this provision of some but not all of the Refinery to another party, shall not be deemed to limit, impair, restrict or inhibit Lessee’s right of first offer with respect to the remainder of the Refinery. Any offer made by Lessee under this Article XIII shall be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall held confidential by Lessor and will not be liable disclosed to Tenant for any failure to deliver such space as a result prospective purchasers of any holdover tenant or other occupant of any Offered Spacethe Premises.

Right of First Offer. Provided that (i) Landlord hereby grants to the originally named Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Original Tenant”) or an assignee permitted or approved pursuant to the terms of or Article 14 of this Lease (a “Permitted Assignee”), as the case may be, a one-time right of first offer with respect to all of the 4,980 rentable square feet of space located on the eleventh (11th) floor of the Building other than the Premises (the “First Offer Space”), as more particularly set forth on Exhibit A-1, attached hereto. Notwithstanding the foregoing, Tenant’s first offer right shall commence only following the expiration or earlier termination of the initial leasing after the date hereof of the First Offer Space (including any renewal of any such lease, irrespective of whether any such renewal is initially set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). In addition, such right of first offer shall be subordinate to all rights of other tenants of the Project, which rights relate to the First Offer Space and are set forth in leases of space in the Project existing as of the date hereof, including, without limitation, any expansion, first offer, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease. All tenants that initially lease the First Offer Space following the date hereof in accordance with the terms hereof and all such third party tenants in the Project with a right to lease the First Offer Space are collectively referred to as the “Superior Right Holders”. Tenant’s right of first offer shall be on the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to set forth in this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space1.2.

Right of First Offer. Provided 11.1.1 Notwithstanding anything contained in this Lease to the contrary, provided that (i) no Event of Default by Tenant is not then in default has occurred under this Lease, and (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease is Ionis Pharmaceuticals, Inc., or sublet its affiliate, if Landlord intends to offer the Premises (or any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (ivportion thereof) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires sale to lease such spacean unaffiliated third party, Landlord shall promptly notify Tenant. Xxxxxxxx’s notice shall identify Tenant of the space available same in writing (the “Offered SpaceOffer Notice”), set forth ) and indicate the terms and conditions on upon which it Lxxxxxxx is willing to lease accept for the Offered Space, which sale of the Premises to a third party. Tenant may include a term whose expiration date is not coterminous with elect to purchase the Term applicable to Premises (or portion thereof) on the Leased Premises, terms and conditions set forth in the date on which such Offered Space is expected to be available Offer Notice by notifying Landlord in writing (collectively, the “TermsElection Notice”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum ) of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within its election no later than fifteen (15) business days after such electionthe Offer Notice, enter into an amendment which notice shall be accompanied by the Option Deposit (defined herein), and the sale of the Premises shall be consummated pursuant to this Lease the terms hereof on a form prepared date (the “Closing Date”) within sixty (60) days after the Election Notice, such date to be mutually agreed upon by Landlord incorporating or Txxxxx. In the Offered Space as part event of any of the Leased following: (x) Tenant fails to deliver the Election Notice or the Option Deposit to Landlord on or before the expiration of the 15-day period set forth above, (y) Tenant fails to close on its acquisition of the Premises subject on or before the Closing Date, or (z) Landlord provides an Offer Notice to Tenant and Tenant does not exercise its right to purchase the Terms for a minimum of three years Premises, then in each case Tenant shall be deemed to have waived its right to purchase the Premises and the Termination Right as provided for in Section 2.N. below thereafter Tenant’s rights under this Article 11 shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have void and of no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any force or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriateeffect. Space shall not be deemed to be The term “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.

Right of First Offer. Provided that (i) Tenant is not then in default If Westaim desires to sell all or substantially all of its assets used to manufacture and supply Product to S&N under this LeaseAgreement, (ii) including without limitation assignment of this Lease is then in full force and effectAgreement, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered SpaceManufacturing Assets”), set forth Westaim shall give written notice (the terms “Transfer Notice”) to S&N of that desire. The Transfer Notice shall describe the Manufacturing Assets in sufficient detail to permit S&N to make an informed decision regarding whether to offer to purchase the Manufacturing Assets and conditions on which what terms. During the [***] (the “Negotiation Period”) immediately following the date the Transfer Notice is given, Westaim and S&N shall in good faith negotiate the sale and purchase of the Manufacturing Assets by Westaim to S&N. If during the Negotiation Period S&N determines that it is willing not interested in purchasing the Manufacturing Assets, it shall forthwith advise Westaim of such determination in writing, and Westaim shall be free to lease sell the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable Manufacturing Assets to the Leased Premisesany other Person on any terms at any time, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum provision of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant 12.6 shall have no further rights under application. If during the Negotiation Period Westaim and S&N reach an agreement concerning the sale and purchase of the Manufacturing Assets and such sale and purchase transaction is completed, the provisions of this section with respect Section 12.6 shall have no further application. If Westaim and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Manufacturing Assets, S&N shall be entitled at any time prior to the Offered Spaceexpiry of the Negotiation Period to make an offer (the “S&N Offer”) to purchase the Manufacturing Assets, and Landlord which offer shall be maintained in confidence by Westaim. If S&N does not make the S&N Offer by the expiry of the Negotiation Period, Westaim shall be free to lease sell the Manufacturing Assets to any other person on any terms at any time, and the provisions of this Section 12.6 shall have no further application. The S&N Offer shall be in writing and shall indicate the offered price (“S&N Purchase Price”) for the purchase of the Manufacturing Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Westaim for a period (the “Transfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of the Negotiation Period. The S&N Offer shall specify a closing date (the “Transfer Closing Date”) for the sale and purchase, which shall not be earlier than [***] or all more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be paid in cash by S&N on the Transfer Closing Date. During the Transfer Period, Westaim shall have the option of such Offered Space either selling the Manufacturing Assets to S&N pursuant to the S&N Offer or selling the Manufacturing Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. During the [***] (the “Free Transfer Period”) following the later of the expiry of the Transfer Period, or parties from time the date it determined that the sale pursuant to time an accepted S&N Offer will not close for any reason other than the default of Westaim, Westaim shall be entitled to sell the Manufacturing Assets to a third party on such terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. Any transfer of the Manufacturing Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions as it may deem appropriateof this Section 12.6 and the other terms, provisions and conditions of this Agreement, shall be null, void and of no force or effect. Space The provisions of this Section 12.6 shall not be deemed apply to the transfer of the Manufacturing Assets to a transferee that is an Affiliate of Westaim; provided that the Affiliate agrees to be “available for lease” if such space is bound by the subject terms of any renewal or extension this Section 12.6. Any assignment of an expiring lease with this Agreement to a then existing tenant. Landlord shall not be liable third party as a part of the transfer of the Manufacturing Assets pursuant to Tenant for any failure to deliver such space this Section 12.6, whether as a result of any holdover tenant S&N not making the S&N Offer by the expiry of the Negotiation Period or other occupant as a result of any Offered SpaceWestaim selling the Manufacturing Assets to a third party during the Free Transfer Period on terms no less favourable than the S&N Offer, shall be considered an assignment to a permitted assignee for purposes of Section 12.5.

Right of First Offer. Provided In the event Landlord desires to sell its fee estate in the entire Premise and provided that no Event of Default has occurred under this Lease that has not been cured by Tenant, Tenant shall have a one time (subject to the repeat provision set forth below) right of first offer to purchase the Premises ("Right of First Offer"). The Right of First Offer shall operate in the following manner: (i) Landlord shall provide written notice to Tenant is not then that Landlord desires to sell its fee estate in default under this Leasethe entire Premises, which notice shall include the price and other material terms applicable to Landlord's offer to sell the Premises (the "Notice of Offer"); (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days to notify Landlord whether Tenant elects to purchase the Premises under the exact terms contained in the Notice of Offer, and Tenant's failure to respond during such fifteen (15) day period constitutes Tenant's waiver of its Right of First Offer; and (iii) if Tenant has waived its Right of First Offer, then Landlord may offer to sell the Premises to third parties provided that the terms offered to third parties are not materially different from those contained in the Notice of Offer, the selling price is no less than eighty-five percent (85%) of the price contained in the Notice of Offer and a purchase agreement is executed within one (1) year of the Notice of Offer. If Landlord offers the Premises to third parties and the terms are materially different from those contained in the Notice of Offer or the selling price is less than eighty-five percent (85%) of the price contained in the Notice of Offer, then Landlord must repeat the Right of First Offer procedure outlined above. In the event Tenant elects to purchase the Premises in accordance with the terms of the Notice of Offer, the purchase price as set forth in the Notice of Offer shall be paid by Tenant to Landlord in cash, within thirty (30) days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part Tenant's acceptance of the Leased Premises Notice of Offer terms. Further, in the event that Tenant has waived its one time (subject to the Terms for a minimum repeat provision set forth above) Right of three years First Offer and the Termination Right as provided for in Section 2.N. below shall be null and void. If upon Landlord's request, Tenant shall not elect provide within five (5) days of Landlord's request a written statement to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Landlord and any third parties designated by Landlord that Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.waived its

Right of First Offer. Provided that (a) If any stockholder who is not a party to the Stockholders Agreement (a “Selling Stockholder”) wishes to transfer all or any portion of its or his shares of stock to any person other than to a Permitted Transferee (a “Third Party Purchaser”), such Selling Stockholder shall offer such shares of stock to the corporation, by sending written notice (an “Offering Notice”) to the corporation, which shall state (i) Tenant is not then in default under this Lease, the number of shares of stock proposed to be transferred (the “Offered Securities”); (ii) this Lease is then in full force the proposed purchase price per share of stock for the Offered Securities (the “Offer Price”); and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part other material terms and conditions of such sale. Upon delivery of the Leased Premises Offering Notice, such offer shall be irrevocable unless and is then in actual occupancy until the rights of first offer provided for herein shall have been waived or shall have expired. For a period of 30 days after the giving of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available Offering Notice (the “Offered SpaceOption Period”), set forth the corporation shall have the right, but not the obligation, to purchase (the “Purchase Right”) all of the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions on which it is willing to lease set forth in the Offered SpaceOffering Notice. The Purchase Right shall be exercisable by delivering written notice of the exercise thereof, which may include a term whose expiration date is not coterminous with the Term applicable prior to the Leased Premisesexpiration of the Option Period, and to the date on which such Offered Space is expected Selling Stockholder. The failure of the corporation to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering provide notice to Landlord the Selling Stockholder within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below Option Period shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is a waiver of the subject Purchase Right. The corporation may waive its rights hereunder prior to the expiration of the Option Period by giving written notice to the Selling Stockholder. The corporation may also assign the Purchase Right to any renewal or extension person designated by the Board of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceDirectors.

Right of First Offer. Provided that (i) Tenant Subtenant is not then in default under the terms, covenants and conditions of this LeaseSublease, Subtenant shall have the right to sublease in its entirety, or such lesser portion as shall be available, as provided below, the premises currently subleased to Genzyme Corporation consisting of the entire sixth floor and a portion of the fifth floor of the Building constituting in the aggregate approximately 65,070 rentable square feet (“Expansion Space”) when it becomes available, as defined below. Space is “available” for purposes of this Article when (i) it is vacated by the prior subtenant, such subtenant’s lease having expired or been terminated by Sublandlord, or the space is scheduled to be vacant and Sublandlord currently desires to begin marketing the space and (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of subtenants having superior rights to such space, ifincluding, at any time during but not limited to, Genzyme Corporation, which has an existing extension option with respect to the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such Expansion space, Landlord have declined or failed to exercise such rights. In such event, Sublandlord shall notify Tenant. Xxxxxxxx’s give written notice shall identify the space available to Subtenant (the “Offered SpaceROFO Notice”), set forth ) of the date of availability of the Expansion Space and the terms and conditions on which Sublandlord intends to offer it is willing to the public, which shall include a term coterminous with the Sublease Term and the Fixed Rent in effect shall be the fair market rental for the Expansion Space in its “As Is” condition as determined in accordance with the process set forth below and Subtenant shall have a period of ten (10) days after delivery of the ROFO Notice to Subtenant in which to exercise Subtenant’s right to lease the Offered Space, which may include a term whose expiration date is not coterminous with Expansion Space upon the Term applicable to the Leased Premises, terms and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlordconditions contained in Sublandlord’s notice, time being of the essence. If Tenant elects to failing which Sublandlord may lease the Offered SpaceExpansion Space to any third party on whatever basis Sublandlord desires, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant Subtenant shall have no further rights under this section with respect to the Offered Expansion Space. Without limiting the generality of the foregoing, and Landlord shall be free to lease if Sublandlord leases all or any or all portion of such Offered the Expansion Space to a third party pursuant to the preceding sentence and such Expansion Space is subsequently vacated again during the Term of this Sublease or any renewal hereof, Subtenant shall not have a new right of first offer to lease such Space. Notwithstanding the foregoing, Sublandlord shall have the absolute right to renew or extend any existing subtenant’s lease. If Subtenant exercises its right to sublease hereunder, Sublandlord and Subtenant shall have thirty (30) days following Subtenant’s exercise of Subtenant’s right to lease the Expansion Space to attempt to agree on fair market rental for the Expansion Space and in the event the parties from time cannot agree on fair market rental for the Expansion Space during that period then the fair market rental shall be determined by the process set forth in Exhibit B to time on such this Fourth Amendment. If Subtenant exercises its right to sublease hereunder, effective as of the date Sublandlord delivers to Subtenant possession of the Expansion Space in broom clean condition with all personal property of others removed therefrom, the Expansion Space shall automatically be included within the Sublease Premises and subject to all the terms and conditions of the Sublease, except as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space set forth in Sublandlord’s notice and as a result of any holdover tenant or other occupant of any Offered Space.follows:

Right of First Offer. Provided that (i) If Tenant is not then in default under this Lease, (ii) this Lease is then in full force has taken occupancy and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part built out all of the Leased Premises Remainder Space and is then in actual occupancy of the entire Leased Third Floor Premises, and (iv) Tenant’s financial condition meets if no uncured event of default by Tenant has occurred under the financial criteria Lease, and if Landlord requires is prepared to enter into negotiations with a third party for the lease of such spacecertain specific space in the Building containing 5,000 rentable square feet or more, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, then Landlord shall notify Tenant. Xxxxxxxx’s be obligated to offer, in writing, such space for lease to Tenant by notice shall identify the space available (the “Offered Space”)to Tenant on terms and conditions, set forth which, taken as a whole, are no less favorable to Landlord than the terms and conditions on upon which it Landlord is willing prepared to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable such space to the Leased Premises, and the date on which such Offered Space is expected to be available third party (collectively, the “TermsLandlord’s Offer”). Tenant shall thereupon have seven (7) calendar days following the one time right and option to lease the Offered Space for a minimum date of three (3) years on the Terms receipt by delivering notice to Landlord within three (3) business days after receipt Tenant of Landlord’s noticeOffer in which to respond, in writing, to Landlord’s Offer (a failure by Tenant to respond to Landlord’s Offer, in writing, within such time period being deemed a rejection of the essenceLandlord’s Offer by Tenant). If Tenant elects to lease the Offered Spaceaccepts Landlord’s Offer, it shall, within fifteen (15) business days after such election, then Landlord and Tenant shall enter into an amendment to this the Lease on a form prepared by Landlord incorporating containing the Offered Space as part terms and provisions of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and voidLandlord’s Offer. If Tenant shall not elect rejects or is deemed to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodhave rejected Landlord’s Offer, then Tenant Tenant’s right of first offer shall have no further rights under this section with respect to the Offered Spacelapse and become void, and Landlord shall thereafter be free to offer to lease any or all of and to lease such Offered Space space to a third party or parties from time party, without any obligation to time on offer such terms and conditions as it may deem appropriate. Space shall not be deemed space to be “available for lease” Tenant; provided, however, that if such space remains unleased on the first anniversary of the date on which Landlord receives or is the subject deemed to have received Tenant’s rejection of any renewal or extension of an expiring lease with a then existing tenant. Landlord’s Offer, then, once again, Landlord shall not be liable obligated to offer such space to Tenant for as hereinabove set forth. The foregoing right of Tenant is a right of first offer, and not a right of first refusal, and shall be applicable only to space in the Building as it exists as of the date of this First Amendment and not to space in any failure future addition to deliver such space as a result or expansion of any holdover tenant or other occupant of any Offered Spacethe Building.

Right of First Offer. Provided that In the event (i) Tenant the Owner Participant desires to directly or indirectly sell, lease, convey or otherwise transfer some or all of its Lessor Membership Interest (other than to an Affiliate of the Owner Participant or while a Lease Event of Default is not then in default under this Lease, continuing) or (ii) this the Owner Lessor desires (or the Owner Participant desires to cause Owner Lessor) directly or indirectly to sell, lease, convey or otherwise transfer some or all of the Owner Lessor's Interest, in each case prior to the expiration of the Facility Lease is then in full force Term then, if and effect, only if as a result of such proposed sale or sales less than 50.1% of (iiii) the Tenant named herein has not assigned this Lease or sublet any part ownership interests of the Leased Premises Owner Lessor and is each Other Owner Lessor (together, the "TOTAL OWNER LESSOR INTERESTS") or (ii) the Owner Lessor's Interest and the Other Owner Lessor's Interests (together, the "TOTAL FACILITY OWNERSHIP INTERESTS") would be held by GECC or Persons who are Affiliates of GECC, then in actual occupancy of the entire Leased PremisesOwner Participant or the Owner Lessor, and (iv) Tenant’s financial condition meets as the financial criteria Landlord requires for case may be, must first offer to sell such Lessor Membership Interest or such Owner Lessor's Interest, as the lease of such spacecase may be, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth Xxxxx City on the terms and conditions on set forth in this SECTION 14.1. Such offer shall be made to the Facility Lessee in the form of a proposed term sheet, which it is proposed term sheet shall include an outline of the price and of all of the material terms, conditions and provisions upon which the Owner Participant or the Owner Lessor, as the case may be, would be willing to lease transfer such Lessor Membership Interest or such Owner Lessor's Interest, as the Offered Spacecase may be, which or any part thereof. Xxxxx City will thereafter have the right within a period of thirty (30) days from and after the receipt by the Facility Lessee of such proposed term sheet to notify the Owner Participant or Owner Lessor, as the case may include a term whose expiration date is be, of its irrevocable intent to exercise its right to purchase all, but not coterminous with less than all, of the Term applicable Lessor Membership Interests or Owner Lessor's Interest being offered hereunder. If the Facility Lessee elects to exercise the Leased Premisesright provided in the preceding sentence, it shall within 60 days of such notice purchase, and the date on which such Offered Space is expected to be available (collectivelyOwner Participant or Owner Lessor, as the case may be, shall sell, the “Terms”). Tenant shall thereupon have Lessor Membership Interest or the one time right and option to lease Owner Lessor's Interest, as the Offered Space for a minimum of three (3) years case may be, on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such same terms and conditions as it may deem appropriate. Space the offer giving rise to such right (except that the Owner Participant shall not be deemed required to make any representations to the Facility Lessee with respect to matters regarding the Facility (even though such representations are being made to a potential third party purchaser) other than a warranty as to the absence of Owner Participant Liens). If the Facility Lessee does not give such notice to the Owner Participant or Owner Lessor, as the case may be, within the thirty (30) day period or does not purchase the Lessor Membership Interest or the Owner Lessor's Interest, as the case may be, within 60 days of such notice, the Owner Participant or Owner Lessor, as the case may be, will be “available for free to so sell, lease” if , convey or otherwise transfer such space is Lessor Membership Interest or such Owner Lessor's Interest, as the subject of any renewal case may be, or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space portion thereof, at a price no less than the price set forth in the proposed term sheet and on terms and conditions, taken as a result of whole, that, other than in an immaterial respect, are no less favorable to the Owner Participant or Owner Lessor, as the case may be, than the terms and conditions set forth in the proposed term sheet. In the event that the terms or conditions are revised in any holdover tenant way that the price is reduced or other occupant of any Offered Space.any

Right of First Offer. A. From and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in Building E, Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in this Article 38. Provided that (i) Tenant is not then in default Default, Tenant shall have a one-time right of offer (the “Offer Right”) to lease space located in Building E (provided that in no event shall such space consist of less than one full floor of Building E) (the “Potential Offer Space”) at such time as such Potential Offer Space becomes Available (defined below). Tenant’s Offer Right shall be exercised as follows: at any time after Landlord has determined that the Offer Space has become Available (defined below), Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Offer Space to Tenant on the terms set forth in the Advice, which terms shall reflect the Prevailing Market Rate for the Offer Space as reasonably determined by Landlord. For purposes hereof, an Offer Space shall be deemed to become “Available” as follows: (i) if the Offer Space is not under lease to a third party as of the Effective Date, the Offer Space shall be deemed to first become Available if, after Landlord’s first leasing of the Offer Space following the date of this Lease is mutually executed and delivered but prior to Landlord’s next leasing of the Offer Space (other than to the existing tenant) Landlord has located a prospective tenant (other than the existing tenant) that may be interested in leasing the Offer Space; and (ii) thereafter, or if the Offer Space is under lease to a third party as of the date of mutual execution and delivery of this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein Offer Space shall be deemed to become Available when Landlord has not assigned this Lease or sublet any part determined that the third-party tenant of the Leased Premises and is then in actual occupancy Offer Space will not extend or renew the term of the entire Leased Premisesits lease, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires or enter into a new lease, for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to Offer Space. Tenant may lease such spaceOffer Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered SpaceNotice of Exercise”)) within five (5) Business Days after the date of the Advice, set forth the terms and conditions on failing which it is willing to Landlord may lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable subject Offer Space to the Leased Premisesany third party on whatever basis Landlord desires, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to such subject Offer Space. If Tenant exercises its Offer Right for the Offered Space, and Landlord shall be free to lease any or all of such Offered Offer Space to a third party or parties from time to time on such in accordance with the terms and conditions of this Article 38, effective as it may deem appropriate. of the date Landlord delivers the subject Offer Space, such Offer Space shall not automatically be deemed included within the Premises and subject to be “available for lease” if such space is all the subject terms and conditions of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space this Lease, except as a result of any holdover tenant or other occupant of any Offered Space.set forth in Landlord’s notice and as follows:

Right of First Offer. Provided that Commencing ninety (i90) days after the date hereof (“ROFO Trigger Date”) and continuing throughout the entire Lease Term, Tenant is not then in default under this Lease, shall have an ongoing (iisubject to the terms hereof) this right of first offer to Lease is then in full force and effect, space contiguous to the Premises located on the eighth (iii8th) the Tenant named herein has not assigned this Lease or sublet any part floor of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and Building (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered First Offer Space”); provided, set forth however, that in the terms and conditions on which it is willing to event Landlord enters into a lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years space on the Terms by delivering notice to Landlord within three eighth (38th) business days after receipt of Landlord’s notice, time being floor of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section Building with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party on or parties from time to time on before the ROFO Trigger Date, then such terms and conditions as it may deem appropriate. Space thirty party tenant shall not be deemed to be “available for lease” if a ROFO Superior right and Tenant’s right of first offer shall be subject and subordinate to the rights of such space is third party tenant. Notwithstanding the subject foregoing (i) such first offer right of Tenant shall become effective only following the expiration or earlier termination of any existing lease pertaining to the First Offer Space, including any renewal or extension of such existing or future lease, whether or not such renewal or extension is pursuant to an expiring express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease with amendment or a then new lease, and (ii) Tenant’s first offer right shall be subordinate and secondary to all currently existing tenant. Landlord shall not be liable rights of expansion, first refusal, first offer or similar rights previously granted to Tenant for any failure to deliver such space as a result (A) the tenants of any holdover existing leases and (B) any other tenant or other occupant of any Offered Spacethe Project (the rights described in items (i) and (ii), above to be known collectively as “ROFO Superior Rights”). Tenant’s right of first offer shall be on the terms and conditions set forth in this Section 1.4. As of the date of this Lease, Landlord acknowledges and agrees that no ROFO Superior Rights exist.

Right of First Offer. Provided that (i) Landlord hereby grants to the original Tenant is not then set forth in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Original Tenant”) and any Permitted Transferee Assignee (as that term is defined in Section 14.8 below), a one-time right of first offer (the “Right of First Offer”) with respect to approximately 85,591 rentable square feet of space located on the fourth (4th) floor of the Xxxxx Street Building (the “Fourth Floor First Offer Space”) and approximately 16,801 rentable square feet of space on the fifth (5th) floor of the Xxxxx Street Building (the “Fifth Floor First Offer Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is that has not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available previously been leased by Tenant (collectively, the “TermsFirst Offer Space”), which First Offer Space is depicted on Exhibit A-2 attached hereto, on the terms and conditions set forth in this Section 1.2. Notwithstanding the foregoing, such first offer right of Tenant shall commence only following the expiration or earlier termination of the existing leases of the First Offer Space (including renewals of any such lease, which are currently set forth in such lease, but regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease or exercised strictly in accordance with the terms set forth in such lease). Such right of first offer shall be subordinate to all rights of other tenants of the Project, which rights relate to the First Offer Space and are set forth in leases of space in the Project existing as of the date hereof, including, without limitation, any expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (the “Superior Rights”). Tenant Notwithstanding any contrary provision in the lease of any Superior Right Holder, such rights of any Superior Right Holder shall thereupon have continue to be Superior Rights in the one time right event that such Superior Right Holder’s lease is renewed or otherwise modified (and option irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease the Offered Space for amendment or a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being new lease). All such tenants of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered First Offer Space, and Landlord all such third party tenants in the Project holding Superior Rights, are collectively referred to as the “Superior Right Holders”. As of the date of this Lease, the only Superior Right Holder is Dropbox, Inc. Tenant’s right of first offer shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such the terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceset forth in this Section 1.2.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) The first time Landlord intends to commence what Landlord reasonably believes to be serious negotiations with a third party for the Tenant named herein has not assigned this Lease or sublet any part leasing of the Leased Premises space shown in EXHIBIT "A" and is designated as the Expansion Space ("Expansion Space") then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s give Tenant notice shall identify the space available (the “Offered Space”), set forth "Landlord's Notice") of the terms and conditions on which it is willing of such proposed leasing. If Tenant fails to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to notify Landlord within three (3) business days after receipt from the date of Landlord’s notice's Notice that Tenant wishes to lease the Expansion Space on such terms and conditions, time being of Tenant shall have waived any and all rights it may have under this paragraph with respect to the essenceExpansion Space. If Tenant elects to lease the Offered Space, it shall, notifies Landlord within fifteen three (153) business days after from the date of Landlord's Notice that Tenant accepts such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years terms and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodconditions, then Tenant shall be deemed to have no further rights under this section with respect to leased the Offered Space, and Landlord shall be free to lease any or all of such Offered Expansion Space to a third party or parties from time to time on such terms and conditions conditions, except that the Base Rent, Operating Expenses, and Additional Rent to be paid for the Expansion Space shall never be less than those amounts paid under this Lease, per square foot. Landlord shall be entitled to use its then standard lease form for the Building, or amend this Lease in such manner as it may deem appropriateis consistent with such terms and conditions. Space Tenant shall not be deemed to have effectively exercised its right to lease the Expansion Space unless Tenant .(i) is in possession of the Premises and in good standing under this Lease and (ii) has not have defaulted under this Lease prior to such exercise. The expansion space shall be “co-terminus with the remainder of the lease term. This right of first offer can only be exercised once each time the Expansion space becomes available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.

Right of First Offer. Provided that (ia) Tenant there is not no ongoing Event of Default, and (b) Ocular Therapeutix, Inc. or a Permitted Transferee shall then be in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part occupancy of the Leased Premises and is then in actual occupancy at least 70% of the entire Leased Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the then current Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (ivor enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) Tenant’s financial condition meets to lease approximately 18,417 rentable square feet of space in the financial criteria Landlord requires for 36 Xxxxxx Building located directly across the lease main lobby from the 36 Xxxxxx Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease offer the Right of First Offer Space to the public for lease. In such spaceevent, Landlord shall notify Tenant. Xxxxxxxx’s give written notice shall identify to Tenant of the space available (availability of the “Offered Space”), set forth Right of First Offer Space and the terms and conditions on which Landlord intends to offer it is willing to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable Right of First Offer Space pursuant to the Leased Premises, terms and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of conditions contained in Landlord’s notice, time being of the essence. If Tenant elects to failing which Landlord may lease the Offered SpaceRight of First Offer Space to any third party on whatever basis Landlord desires, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, and effective as of the date that Landlord shall be free to lease any or all delivers the Right of such Offered First Offer Space to a third party or parties from time Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to time on such all the terms and conditions of this Lease, except as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space set forth in Landlord’s notice and as a result of any holdover tenant or other occupant of any Offered Space.follows:

Right of First Offer. Provided that (i) Tenant is not So long as no Event of Default then in default exists under this Lease, then subject to (ii) this Lease is then in full force and effect, (iiia) the Tenant named herein has not assigned terms, provisions and conditions of this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased PremisesSection 1.5, and (ivb) Tenant’s financial condition meets the financial criteria existing (as of the Effective Date) rights of Icon Clinical Research, Inc. (which is the other tenant in the Building as of the Effective Date), or its successors or assigns under its lease, Tenant will have the first right to be offered by Landlord requires for the opportunity to lease of such space, if, any additional office space in the Building (“First Offer Space”). If at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be Landlord intends to enter into negotiations for the lease of any First Offer Space (“available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Available Space”), set forth Landlord will deliver written notice thereof to Tenant (“Available Space Notice”). Within 10 Business Days after Landlord’s delivery of any Available Space Notice, Tenant will deliver, if at all, its written notice to Landlord that Tenant desires to enter into negotiations for its lease of the terms and conditions on which it is willing Available Space (“First Offer Election Notice”). If Tenant fails to lease deliver the Offered First Offer Election Notice to Landlord within such 10-Business Day period, then Tenant will be conclusively deemed to have elected not to exercise its rights hereunder with respect to the Available Space, which may include a term whose expiration date is not coterminous with the Term applicable and (subject to the Leased Premisesproviso at the end of this sentence) all of Tenant’s rights and all of Landlord’s obligations hereunder with respect to the Available Space will automatically terminate and be of no further force or effect; provided, however, that if following any such election (or deemed election) by Tenant not to exercise its rights under this Section 1.5 as to any Available Space, Landlord leases the Available Space to a person or entity other than Tenant, and the date on which lease with such Offered Space is expected to be available other tenant expires or otherwise terminates (collectivelyincluding, without limitation, the “Terms”). Tenant shall thereupon have expiration or other termination of all extension or renewal rights granted to such other tenant) prior to the one time right and option expiration or earlier termination of the Term of this Lease, then Landlord, prior to lease the Offered offering such Available Space for a minimum lease to any other person or entity, will again offer the same to Tenant for lease as provided above in this Section 1.5, in which event Tenant’s rights under this Section 1.5 will again apply to such Available Space. Following Tenant’s timely delivery of three (3) years on the Terms by delivering notice to its First Offer Election Notice, Landlord within three (3) business days after receipt of Landlord’s noticeand Tenant will, time being of the essence. If Tenant elects to lease the Offered Spacediligently and in good faith, it shall, within fifteen (15) business days after such election, enter into negotiate an amendment to this Lease on with respect to Tenant’s lease of all, and not less than all, of the Available Space at a form prepared by Landlord incorporating fair market rental rate and otherwise for the Offered inclusion of the Available Space as part of the Leased Premises subject to under this Lease. If by the Terms for date which is 60 days after Landlord’s delivery of the Available Space Notice, Landlord and Tenant have not executed and entered into a minimum of three years and the Termination Right binding written amendment as provided for in this Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period1.5, then Tenant shall have no further all of Tenant’s rights and all of Landlord’s obligations under this section Section 1.5 with respect to the Offered Available Space will automatically terminate and be of no further force or effect (subject to the proviso at the end of the fourth sentence of this Section 1.5). Anything in this Section 1.5 or elsewhere in this Lease to the contrary notwithstanding, Landlord will be under no obligation to construct any improvements within or with respect to the Available Space, and Landlord shall . The purpose of this Section 1.5 is to provide notice to Tenant so that Tenant may be free in a position to offer to lease any or all of such Offered Available Space prior to a third party or parties from time others, and, anything in this Section 1.5 to time on such terms and conditions as it may deem appropriate. Space shall not the contrary notwithstanding, nothing in this Section 1.5 will be deemed to be “available for lease” a right of first refusal. At any time within 10 days after Landlord’s request therefor, Tenant will, without charge, certify by written instrument reasonably acceptable to Landlord and Tenant, whether Landlord has fulfilled its obligations under this Section 1.5 and whether Tenant has any further rights hereunder, or if such space is the subject Tenant believes, in good faith, that Landlord has not fulfilled one or more of any renewal or extension of an expiring lease with its obligations hereunder, a then existing tenantwritten summary thereof. Landlord shall Tenant’s rights under this Section 1.5 are personal to Tenant and may not be liable to Tenant for assigned or transferred in any failure to deliver such space as manner except in connection with an approved Transfer (or a result of any holdover tenant Transfer or other occupant of any Offered SpacePermitted Transfer which does not require Landlord approval) under Article 13.

Right of First Offer. Provided that (ia) Tenant is not then in default under this LeasePrior to consummating any Asset Purchase, Asset Sale, or Joint Venture (ii) this Lease is then in full force and effecta “Transaction”), (iii) the Tenant named herein has not assigned this Lease or sublet any part Manager shall give written notice to Lessee of such Transaction, including a reasonable description of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available material terms thereof (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “TermsTransaction Notice”). Tenant Lessee shall thereupon have the one time right and option to lease the Offered Space for a minimum of three fifteen (315) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s noticethe Transaction Notice (the “Exercise Period”) to elect, time being (A) in the case of an Asset Sale by Manager, to purchase not less than one hundred percent (100%) of the essenceTarget Asset on substantially the same terms and conditions set forth in the applicable Transaction Notice, or (B) in the case of a Joint Venture, to participate with Manager in such Joint Venture in equal shares or interests, subject to substantially the same terms and conditions applicable to Manager in such Joint Venture, and/or to participate as any JV Counterparty therein on substantially the same terms as set forth in such Transaction Notice. If Tenant prior to the end of the Exercise Period, Lessee elects to lease participate in such Transaction as provided in the Offered Spaceprevious sentence, it shall, within fifteen then Manager and Lessee shall negotiate the terms of a definitive agreement(s) governing the Transaction for not greater than forty-five (1545) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating following the Offered Space as part end of the Leased Premises subject to Exercise Period (the Terms for a minimum of three years and “Negotiation Period”); provided, however, that the Termination Right as provided for in Section 2.N. below Negotiation Period shall be null and voidextended for the length of time necessary to account for any delays in executing any definitive agreement caused by circumstances outside the reasonable control of Lessee, including, without limitation, delays caused by or attributable to Manager, any third party or any government rule or regulation. If Tenant shall not elect to lease following the Offered Space within such 3-business day periodexpiration of the Negotiation Period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section definitive agreement has been executed with respect to the Offered SpaceTransaction, and Landlord Manager shall be free entitled, without Lessee’s participation, to lease any or all of such Offered Space to consummate the Transaction with a third party or parties from time to time on such substantially the same terms and conditions as it may deem appropriateset forth in the Transaction Notice for a period of one (1) year following the expiration of the Negotiation Period. Space If such Transaction is not consummated within such one (1) year period, the rights of Lessee pursuant to this Section 13.2 shall not be deemed reinstated with respect to be such Transaction. For purposes of this Section 13.2, “available for leaseLessee” if such space is shall include any Affiliate thereof. For purposes of this Section 13.2, the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord following terms shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.have the respective meanings set forth below:

Right of First Offer. Provided If a Duke Shareholder or a Philxxxx Xxxreholder (each, a "Shareholder") desires to Transfer all or any portion of its Corporation Interest (other than pursuant to a registered public offering) to a Person other than an Affiliate, then prior to effecting or making such Transfer, the Person desiring to make such Transfer (a "Transferring Entity") shall notify in writing the other Party or Parties that (i) Tenant is are not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part Affiliates of the Leased Premises and is then in actual occupancy Transferring Entity (whether one or more, the "Non-Transferring Entity") of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions upon which it proposes to effect such Transfer (which notice shall be herein referred to as a "Transfer Notice" and shall include all material price and non-price terms and conditions). The Non-Transferring Entity shall have the right to acquire all (but not less than all) of the Corporation Interest that is the subject of the Transfer Notice on the same terms and conditions as are set forth in the Transfer Notice. The Non-Transferring Entity shall have 30 days following delivery of the Transfer Notice during which to notify the Transferring Entity whether or not it desires to exercise its right of first offer. If the Non-Transferring Entity does not respond during the applicable period set forth above for exercising its purchasing right under this Section 4.1, such Non-Transferring Entity shall be deemed to have waived such right. If the Non-Transferring Entity elects to purchase all, but not less than all, of the Corporation Interest that is the subject of the Transfer Notice, the closing of such purchase shall occur at the principal place of business of the Corporation on the tenth day following the first date on which it all applicable conditions precedent have been satisfied or waived (but in no event shall such closing take place later than the date that is willing 60 days (subject to lease the Offered Spaceextension for regulatory approvals, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and but in no event more than 180 days) following the date on which such Offered Space is expected the Non-Transferring Entity agrees to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being purchase all of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space Corporation Interest that is the subject of the Transfer Notice). The Transferring Entity and the purchasing Non-Transferring Entity agree to use commercially reasonable efforts to cause any renewal applicable conditions precedent to be satisfied as expeditiously as possible. At the closing, (a) the Transferring Entity shall execute and deliver to the purchasing Non-Transferring Entity (or, at the option of the Non-Transferring Entity, to an Affiliate of the Non-Transferring Entity designated by the Non-Transferring Entity not less than five days prior to the closing) (i) an assignment of the Corporation Interest described in the Transfer Notice, in form and substance reasonably acceptable to the purchasing Non-Transferring Entity (or extension of an expiring lease with a then existing tenant. Landlord such Affiliate) and (ii) any other instruments reasonably requested by the purchasing Non-Transferring Entity to give effect to the purchase; and (b) the purchasing Non-Transferring Entity shall not be liable deliver to Tenant for any failure to deliver such space as a result of any holdover tenant the Transferring Entity the purchase price specified in the Transfer Notice in immediately available funds or other occupant consideration as specified in the Transfer Notice. If the Non-Transferring Entity does not elect to purchase the Corporation Interest pursuant to this Section 4.1, or having elected to so purchase such Corporation Interests fails to do so within the time period required by this Section 4.1, the Transferring Entity shall be free for a period of any Offered Space.180 days after the expiration of the offer period referred to above or the date of such failure, as applicable, to enter into a definitive written agreement with an unaffiliated third party regarding the Transfer of its Corporation Interest on terms and conditions that satisfy the following criteria:

Right of First Offer. Provided 61.1. At any time that there remains at least four (i4) years in the Term, including during any exercised Renewal Periods, (provided, however, that the rights set forth in this Article 61 during a Renewal Period shall only be applicable if Tenant is occupying eighty percent (80%) or more of the Rentable Area of the Centerpointe I Building), and provided Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet of any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing in this Lease, Tenant shall have the rights of first offer set forth in this Article with respect to lease any space in the Offered SpaceCenterpointe II Building that becomes available following (or in anticipation of) the vacation of such space by any tenant, which may include a term whose expiration date provided that the space is not coterminous with as of the Term applicable date of this Lease under any previous options or rights of first offer or first negotiations to any other tenant (or its assignee or sublessee) of the Leased PremisesCenterpointe II Building (the "First Offer Space"). First Offer Space shall not include any space which was not previously leased to and occupied by another tenant. Gin the event that Landlord shall propose to actively market or lease any First Offer Space to prospective tenants' then Landlord shall first give written notice (the "Offer Notice") to Tenant notifying Tenant of such intention and designating the First Offer Space which Landlord intends to so market or lease and specifying in good faith the Base Rent, Additional Rent, escalations, tenant concessions and other terms and the date on which Landlord would require Tenant or the prospective tenant to occupy such Offered First offer Space is expected to (each such date shall herein be available (collectivelydefined as a "Scheduled Commencement Date") Upon the giving of an Offer Notice by Landlord, the “Terms”). Tenant shall thereupon have the one time right and an option to lease the Offered Space for (a minimum "Right of three First Offer"), exercisable by notice (3an "Acceptance Notice") years on the Terms by delivering notice given to Landlord within three not later than ten (310) business days after the receipt of Landlord’s noticethe Offer Notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to designated First Offer Space on the terms and conditions specified below in this Lease on a form prepared by Landlord incorporating Article. If the Offered First Offer Space as part of the Leased Premises subject to the Terms shall be for a minimum term which is not coterminus with the Term of three years this Lease, Landlord's Offer Notice shall also include the terms and conditions upon which Landlord would lease the Termination Right as provided First Offer Space for in Section 2.N. below shall be null a term that is coterminus with the Term, and void. If Tenant shall not elect to in its Acceptance Notice whether Tenant shall lease the Offered First Offer Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to for a third party or parties from time to time on coterminus term upon such terms and conditions or for the term that Landlord had otherwise been marketing for the First Offer Space. In the event Tenant does not exercise its option as it may deem appropriateaforesaid for any First Offer Space as to which Tenant receives an Offer Notice from Landlord, then Landlord shall have the right to enter into a lease with respect to such designated First Offer Space (on terms substantially similar to, and at a net effective base rental which is no less than 95% of, the terms of the Offer Notice) with another tenant during the period which is twelve (12) months after the date of Landlord's Offer Notice. If Landlord enters into a lease with another tenant for First Offer Space shall not be deemed to be “available for lease” if such space is as aforesaid, at the subject end of the term of any renewal or extension such lease, Tenant's rights of an expiring lease with a then existing tenant. Landlord first offer shall not be liable reinstated for the remainder of the Term of this Lease as to Tenant for any failure such space, subject to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethe terms and conditions herein stated.

Right of First Offer. Provided that (i) If there is no continuing Event of Default by Tenant and the Tenant is not then in default under this Lease, (ii) this Lease is then in full force occupying the Premises and effect, (iii) the Tenant named herein has not otherwise assigned this Lease or sublet all or any part portion of the Leased Premises and is Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in actual occupancy the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the entire Leased Premises, Lease and expiring twenty-four (iv24) Tenant’s financial condition meets months prior to the financial criteria Landlord requires for the lease expiration of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, Landlord shall notify Tenant of such space becoming available and 370 is or will be “available for lease” and Tenant shall have ten (10) days after such notification to notify Landlord desires that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Landlord Tenant shall notify Tenantbe deemed to have elected not to exercise the ROFO. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”)The base rent, set forth the terms and conditions on which it is willing to lease for the Offered SpaceROFO space shall be those set forth in Landlord’s ROFO notice, which may include a provided, however. Tenant improvements shall be adjusted for the term whose expiration date is not remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Term applicable Tenn. This ROFO shall be personal to the Leased PremisesTenant, and the date on which such Offered Space is expected to be available (collectively, the “Terms”)not transferable. Any attempted assignment or transfer by Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below ROFO shall be null and void. If Tenant shall not elect Should Landlord receive an offer to lease the Offered Space within such 3-business day periodSuite, or fails to enter into such an amendment to this Lease within such 15-day periodLandlord shall notify Tenant, then and Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free right to lease any or all the Suite on the same terms as the Premises, with alignment of such Offered Space to a third party or parties from time to time the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.next page]

Right of First Offer. Provided Comcast and Liberty shall each have a right of first offer (a “Right of First Offer”) to purchase the other Member’s Membership Interests in accordance with this Section 11.03. If either Liberty or Comcast desires to Transfer its Membership Interest to a third party (such electing party being referred to herein as the “Offeror Member”), the Offeror Member shall deliver to the other Member (the “Offeree Member”) a written offer (an “Offer”) pursuant to which the Offeror Member will offer to [***] of such Membership Interest to the Offeree Member for the Purchase Price, provided, however, that for purposes of this Section 11.03, in determining the Fair Market Value, the [***]. Within ten (i10) Tenant is Business Days after delivery by the Offeror Member to the Offeree Member of the Offer, the Offeror Member shall initiate the Appraisal Process. The Offeree Member shall notify the Offeror Member in writing, not then later than ninety (90) calendar days following the Final Appraisal Date, as to whether it desires to purchase such Membership Interest (or in default under this Leasethe case of an Offer made by Comcast to Liberty, whether Liberty elects to exercise its Tag-Along Right pursuant to Section 11.03(d)) (ii) this Lease is then in full force and effect, (iii) any failure on the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then Offeree Member to respond in actual occupancy writing to the Offer within such ninety (90) calendar day period to be deemed to constitute an election on the part of the entire Leased PremisesOfferee Member not to purchase, and in the case of an Offer made to Liberty, an election not to exercise the Tag-Along Right). If the Offeree Member shall elect (ivor shall be deemed to have elected) Tenant’s financial condition meets not to purchase such Membership Interest, the financial criteria Landlord requires for the lease of such space, ifOfferor Member shall be entitled, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is twelve month period immediately following such election (or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available deemed election) (the “Offered SpaceOutside Third-Party Sale Date”), set forth to sell such Membership Interest, at a price not less than [***] percent ([***]%) of the terms Purchase Price. If the Offeror Member shall be entitled, pursuant to this Section, to sell such Membership Interest, but shall fail to effect such sale prior to the Outside Third-Party Sale Date, then (1) the Offeror Member shall be obligated to re-offer such Membership Interest to the Offeree Member in accordance with the applicable provisions of this Section 11.03(a) above prior to selling such Membership Interest to a Third-Party Purchaser and conditions on (2) the Offeror Member shall have no right to initiate a sale of its Membership Interests to a Third-Party Purchaser or make an Offer or exercise a Call Right or Put Right (whichever is applicable) for a period of two (2) years after the Outside Third-Party Sale Date. If the Offeror Member shall be entitled, pursuant to this Section 11.03(a), to sell such Membership Interest, but desires to sell such Membership Interest for less than [***] percent ([***]%) of the Purchase Price, the Offeror Member shall be obligated to re-offer such Membership Interest to the Offeree Member at such lesser price, in which it event the Offeree Member shall respond within sixty (60) calendar days after such re-offer. If the Offeree Member shall timely accept the Offer, the Offeror Member shall Transfer the subject Membership Interest to the Offeree Member (or if the Comcast Tenancy Requirement is willing to lease satisfied, any designee of the Offered Space, which may include a term whose expiration date Offeree Member that is not coterminous with the Term applicable to the Leased Premisesa Competitor of Comcast), and the date on which Offeree Member shall accept such Offered Space is expected to be available (collectivelyMembership Interest and assume the associated obligations hereunder, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt terms set forth in the Offer and otherwise in accordance with the provisions of Landlord’s noticeSection 8.05 hereof, time being of as if the essence. If Tenant elects to lease Offeror Member were the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years Selling Member and the Termination Right Offeree Member were the Purchasing Member with the same force and effect as provided for if such provisions had been set forth in Section 2.N. below shall be null and voidthe Offer in their entirety. If Tenant shall not elect to lease No designation by the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space Offeree Member to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available relieve the Offeree Member of its obligations for lease” if such space is the subject payment of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant the Purchase Price or other occupant obligations of any Offered Spacethe Offeree Member hereunder.

Right of First Offer. Provided that (i) As long as Tenant has not been in default during the Term of the Lease and is not then in default under the Lease at the time of its exercise of this Leaseright, and so long as this right is exercised in connection with an expansion of Tenant's Premises and for no other purpose, and subject to the prior rights of any other tenant in the Building, Landlord hereby grants to Tenant a one-time right of first offer on the terms and conditions contained in this paragraph to lease the 6,717 square feet in Suite P when it becomes available and is not subject to the rights of any other tenant (ii) this Lease the "Offer Space"). The rent for such Space shall be the same rate Tenant is then in full force paying for the Premises, as escalated. Such lease shall be coterminous with the lease for the existing Premises and effectif such Term is then less than three (3) Lease Years, the Term for the existing Premises and the Offer Space shall be extended so that it will expire at least three (iii3) Lease Years from the Tenant named herein has not assigned this Lease or sublet any part commencement date of Tenant's lease of the Leased Premises and is then Offer Space. Landlord shall also provide Tenant with a tenant improvement allowance in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets amount equal to the financial criteria Landlord requires proportionate amount with respect to the Lease Term remaining for improvements to the Offer Space. In the event the Offer Space becomes available for lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s give notice thereof to Tenant which notice shall identify contain the space available (the “Offered Space”), set forth the foregoing terms and conditions on which it is willing to lease the Offered Offer Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available . Within five (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (35) business days after receipt of Landlord’s such notice, time being of the essence. If , Tenant elects shall give Landlord notice that it either does or does not wish to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment Offer Space or if Tenant fails to this Lease on a form prepared by give Landlord incorporating notice of its desires respecting the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Offer Space within such 3-the foregoing required five (5) business day period, or fails then Landlord shall be entitled to enter into proceed to market and/or lease the Offer Space to a third party free and clear of Tenant's right to first offer and such an amendment to this Lease within such 15-day period, then right shall be deemed terminated in all respects and Tenant shall have no further rights under this section with respect of first offer. In the event Tenant gives Landlord a notice as required in the preceding paragraph that it wishes to lease the Offered Offer Space, then Landlord and Tenant shall have twenty (20) days from the date of the notice within which to amend this Lease by adding the Offer Space on the terms and conditions contained in Landlord's notice. In the event Landlord and Tenant fail to sign such amendment to this Lease, using good faith efforts, within said twenty (20) day period, time being of the essence, then Landlord shall be free entitled to proceed to market and/or lease any or all of such Offered the Offer Space to a third party or parties from time to time on free and clear of such terms right and conditions as it may deem appropriate. Space such right shall not be deemed to be “available for lease” if such space is terminated in all respects. Once Landlord has made the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable offer to Tenant for to lease any failure Offer Space during the Term, whether or not Tenant leases such space, this right of first offer shall automatically terminate in all respects and Tenant shall have no further rights of first offer with respect to deliver such space as a result of any holdover tenant or other occupant of any Offered Offer Space.

Right of First Offer. (a) Provided that (i) no Event of Default has occurred and is continuing and subject to the provisions of this Paragraph 39, Tenant is not then shall have a right of first offer as described in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease Paragraph 39 with respect to any sale or sublet any part transfer of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and or any interest therein, to any person or entity; provided, however, said right of first offer shall not apply to any Excluded Transaction as provided in Section 39(e) below. If Landlord intends to offer for sale the Premises, or any interest therein, to any party (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such spaceother than in connection with an Excluded Transaction), Landlord shall notify Tenant. Xxxxxxxx’s deliver to Tenant a written notice shall identify (constituting an offer) stating the space available sales price and all other material terms for the sale of the Premises (or such interest) that Landlord would accept (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”"FIRST OFFER"). Tenant shall thereupon have thirty (30) days (the one time right "ACCEPTANCE PERIOD") from its receipt of the First Offer to accept, by written notice to Landlord, the First Offer. Landlord may not revoke the First Offer during the Acceptance Period. If Tenant accepts the First Offer for the Premises, Tenant must enter into a purchase agreement with Landlord for the purchase and option sale of the Premises by the later of (i) the expiration of the Acceptance Period or (ii) fifteen (15) days after Tenant has irrevocably accepted the First Offer by written notice to lease Landlord as provided above. The purchase agreement for the Offered Space sale of the Premises shall provide for a minimum of three (3) years closing on the Terms terms set forth in the First Offer. Landlord and Tenant agree to negotiate any purchase agreement in good faith. The failure of Tenant to accept the First Offer by delivering written notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being the Acceptance Period as provided above shall constitute rejection by Tenant of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceFirst Offer.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, If at any time during the Termterm of the Lease before July 1, those certain spaces known 2027, space in Suite 330 of the Building consisting of approximately 747 rentable feet (as Suite 340, 360, and 370 shown on Exhibit A) is or will be “available for lease” lease or is about to become available for lease (such space shall not be deemed available for lease if it is subject to any currently existing options (i.e., existing as of the time of this Amendment of existing tenants of the Building) and Landlord desires to lease such spaceso long as Tenant is not in default of the Lease, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify Tenant of the availability of such space available (and the “Offered Space”)terms, set forth the terms and conditions on upon which it Landlord is willing to lease the Offered Space, such space to Tenant (which may include a term whose expiration date is not coterminous terms shall be substantially consistent with the Term terms of the Lease, provided the Base Rent payable with respect to such space shall be the same as that set forth in the tables above applicable to Suite 320 (including the Leased Premises, rate and the date on which such Offered Space is expected to be available (collectively, the “Terms”schedule)). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three ten (3) years on the Terms by delivering notice to Landlord within three (310) business days after receipt of to accept Landlord’s notice, time being of the essenceoffer. If Tenant elects fails to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space accept Xxxxxxxx’s offer within such 3-ten (10) business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is any time during the subject term of this Lease free and clear of any rights of Tenant. The right of first offer contained herein shall be a one-time only right, not apply to any renewal or extension of an expiring existing lease with a then existing tenant. Landlord (even if such lease does not contain an automatic extension right) and shall be personal to the entity executing this Amendment as Tenant, and is not be liable transferable to Tenant for any failure to deliver such space as a result of any holdover tenant other assignee or other occupant of any Offered Spacesubtenant under the Lease.

Right of First Offer. Provided In accordance with Section 12.193 of the Original ICPA, Section 9.183 of the New ICPA, and the Unanimous Consent and Waiver Agreement, Allegheny shall make an offer (“Offer”) to the other Sponsoring Companies (as such term is defined in the ICPA) by providing an Offer Notice (as such term is defined in the ICPA) to the other Sponsoring Companies within three days after the date of this Agreement. Allegheny shall provide Purchaser an opportunity to review and comment on Allegheny’s proposed draft of its Offer Notice prior to its distribution to the other Sponsoring Companies. Notwithstanding any review and comment by Purchaser on Allegheny’s proposed draft of its Offer Notice, Allegheny agrees that the purchase price set forth in the Offer Notice shall not exceed $107 million, and that the Offer Notice shall contain such other terms as will permit Allegheny to transfer and assign its rights and obligations under the ICPA to Purchaser in accordance with the terms of this Agreement in the event the Offer is not accepted by any other Sponsoring Companies. If the Offer is accepted by, and approved by the Board of Directors of, one or more of the other Sponsoring Companies in accordance with Section 12.193 of the Original ICPA, Section 9.183 of the New ICPA, and the Unanimous Consent and Waiver Agreement or if, within 45 days of the date of this Agreement, Allegheny enters into a definitive agreement with a Sponsoring Company for the sale and purchase of the OVEC Shares, and the transfer and assignment of Allegheny’s rights and obligations under the ICPA, this Agreement will immediately and automatically terminate, and Allegheny and Purchaser shall have no liabilities or obligations hereunder; provided, however, that Allegheny shall pay Purchaser (i) Tenant is not then Five Hundred Thousand Dollars ($500,000) in default under cash within 10 days of termination of this LeaseAgreement, and (ii) One Million Five Hundred Thousand Dollars ($1,500,000) in cash upon the closing of the sale and purchase of the OVEC Shares, and the transfer and assignment of Allegheny’s rights and obligations under the ICPA. If the Offer is not accepted by, and approved by the Board of Directors of, one or more of the other Sponsoring Companies in accordance with Section 12.193 of the Original ICPA, Section 9.183 of the New ICPA, and the Unanimous Consent and Waiver Agreement, or if, within 45 days of the date of this Lease is then Agreement, Allegheny does not enter into a definitive agreement with a Sponsoring Company for the sale and purchase of the OVEC Shares, and the transfer and assignment of Allegheny’s rights and obligations under the ICPA, this Agreement shall continue in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then effect in actual occupancy of the entire Leased Premises, and (iv) Tenantaccordance to its terms. Allegheny’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights obligations under this section with respect to the Offered Space, and Landlord Section 15 shall be free to lease survive any or all termination of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethis Agreement.

Right of First Offer. Provided that (i) Tenant So long as Subtenant is not then and has not been in default under of any term or provision of this LeaseSublease, (ii) this Lease is then in full force and effect, (iii) if Sublandlord determines to sublease a portion of or the Tenant named herein has not assigned this Lease or sublet any part entire remaining balance of the Leased Premises and is vivarium space in the Master Premises, then Sublandlord shall notify Subtenant in actual occupancy writing (such written notice, the “Offer Notice”) of the entire Leased Premisesterms on which Sublandlord would be willing to sublease the same, and which terms may include, without limitation, the subleasing of other portions of the Master Premises at Sublandlord’s sole discretion (iv) Tenant’s financial condition meets such vivarium space together with such other portions of the financial criteria Landlord requires for Master Premises included in the lease of such spaceOffer Notice, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Offer Space”). If Subtenant, set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available within five (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (35) business days after receipt of Sublandlord’s Offer Notice, accepts Sublandlord’s offer in the Offer Notice and indicates in writing its agreement to sublease the Offer Space on the terms stated in Offer Notice, then, subject to Master Landlord’s noticeconsent, time being of Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the essenceOffer Space on the terms stated in the Offer Notice (and all other terms set forth in this Sublease that are not inconsistent with the terms set forth in the Offer Notice). If Tenant elects Upon such acceptance by Subtenant, (i) Sublandlord shall prepare an amendment to lease the Offered SpaceSublease reflecting all such terms, it shall, (ii) Subtenant shall promptly (and in all events within fifteen ten (1510) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part receipt of the Leased Premises subject to same) execute the Terms for a minimum same, and (iii) the rights of three years Subtenant under this Paragraph 3.C shall terminate in their entirety and the Termination Right as provided for shall no longer be in Section 2.N. below shall be null and voideffect. If Tenant shall Subtenant does not elect indicate in writing its agreement to lease sublease the Offered Offer Space on the terms contained in the Offer Notice within such 3-said five (5) business day period, or fails if Master Landlord shall withhold its consent to enter into such an amendment the sublease of the Offer Space to this Lease within such 15-day periodSubtenant, then Tenant shall have no further the rights of Subtenant under this section with respect to the Offered SpaceParagraph 3.C shall terminate in their entirety and shall no longer be in effect, and Landlord Sublandlord shall thereafter be free to lease sublease the Offer Space (or any or all other portion of such Offered Space the Master Premises, including without limitation any vivarium space) to a any third party or parties from time to time on such upon any terms and conditions as it may deem appropriatein Sublandlord’s sole discretion. Space The rights of Subtenant contained herein shall not be deemed subject and subordinate to be “available for lease” if such space is any rights of renewal, extension or expansion under any other subleases in the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceMaster Premises.

Right of First Offer. (a) Provided that (i) Tenant is not then in default under this Lease, (ii) this the Lease is then in full force and effect, (ii) no Default has occurred and is then continuing and no facts or circumstances exist which, with the giving of notice or the passage of time, or both, would constitute a Default, and (iii) the Tenant named herein has not assigned this Lease creditworthiness of Tenant, as revealed by its most current financial statements, is materially the same as or sublet any part better than on the date of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such spaceLease, Landlord shall notify Tenant. XxxxxxxxTenant in writing (“Landlord’s notice shall identify Notice”) of the availability of any space available within the Building, as shown on Exhibit E attached hereto and made a part hereof (the “Offered Offer Space”), set forth ) before entering into a lease with a third party for such Offer Space. Tenant shall have ten (10) business days from its receipt of Landlord’s Notice to deliver to Landlord a written acceptance agreeing to lease the Offer Space on the terms and conditions on contained in Landlord’s Notice which it shall be the same terms and conditions as Landlord is willing to lease provide to such third party. In the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable event Tenant fails to the Leased Premises, and the date on which such Offered Space is expected to be available notify Landlord of its acceptance within said ten (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (310) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodfailure shall be conclusively deemed a waiver of Tenant’s Right of First Offer and a rejection of the Offer Space, then whereupon Tenant shall have no further rights under this section with respect to the Offered Space, Offer Space and Landlord shall be free to lease any or all of such Offered the Offer Space to a third party or parties from time to time party. In the event Tenant accepts the Offer Space on such the terms and conditions as it may deem appropriate. specified in the Landlord’s Notice, the term for the Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that the term for the Offer Space shall be not less than thirty-six (36) months. If the term of the Offer Space would then exceed the Lease Term for the original Leased Premises, the Lease Term for the original Leased Premises shall be deemed extended automatically to the extent necessary, to be “available coterminous with the term for lease” if such space 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 subject of Offer Space, excluding free rent and other concessions, but adjusted to reflect any renewal or extension of an expiring lease with a then existing tenantterm that is less than the term contained in Landlord’s Notice, 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. Landlord shall not be liable to Tenant for any failure to deliver such space If, as a result of any holdover tenant or other occupant Tenant’s exercise of this right of first offer, the Lease Term for the original Leased Premises is extended, the Minimum Annual Rent for the original Leased Premises during the first twelve (12) months of any Offered Spacesuch extended term shall be an amount equal to 103% of the Minimum Annual Rent in effect at the end of the preceding term, and shall increase at the rate of 3% per annum thereafter.

Right of First Offer. Provided that Landlord hereby grants to the Tenant originally named in this Lease (the “Original Tenant”) a one-time right of first offer (the “Right of First Offer”) with respect to (i) Tenant is not then in default under this Leasethat certain space on the third (3rd) floor of the Building containing approximately 6,657 rentable square feet known as Suite 300 and depicted on Exhibit G-1 attached hereto, and (ii) this Lease is then in full force and effect, that certain space on the third (iii3rd) the Tenant named herein has not assigned this Lease or sublet any part floor of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces Building containing approximately 5,113 rentable square feet known as Suite 340, 360, 302 and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available depicted on Exhibit G-2 attached hereto (the “Offered First Offer Space”), subject to this Section 1.3. Notwithstanding the foregoing, the Right of First Offer shall commence with respect to any portion of the First Offer Space only following the expiration or sooner termination of any then-existing lease of such portion of the First Offer Space entered into by Landlord prior to the date of this Lease (including renewals, and irrespective of whether any such renewal is pursuant to an express written provision in such tenant’s lease or whether such renewal is effectuated by a lease amendment or a new lease of the First Offer Space, and such Right of First Offer shall be subordinate to all rights with respect to the First Offer Space which are set forth in leases of space in the Building entered into by Landlord prior to the date of this Lease), including any renewal, extension or expansion rights (including, but not limited to, must-take, right of first offer, right of first negotiation, right of first refusal, expansion option and other similar rights) set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease (all such tenants under such leases are collectively referred to herein as the “Superior Right Holders”). Tenant’s Right of First Offer shall be on the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to set forth in this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space1.3.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) shall have the Tenant named herein has not assigned this Lease or sublet any part one time right of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available first offer (the “Offered SpaceRight of First Offer”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous ) with the Term applicable respect to the Leased Premises10,236 rentable square feet of space known as Suites 910, 930 and the date on which such Offered Space is expected to be available 950 (collectively, the “TermsROFO Space”) within the building located at 0000 Xxxxxx Xxxxxx, Emeryville, California (the “ROFO Building”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that the existing tenant in any 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), Landlord shall deliver written notice to Tenant shall thereupon have (the one time right and option “ROFO Notice”) of the terms under which Landlord is prepared to lease the Offered ROFO Space for to Tenant, provided such terms shall be a minimum term of three five (35) years on commencing as of the Terms day immediately following the Extended Expiration Date, and shall reflect the Prevailing Market (hereinafter defined) rate for such ROFO Space as reasonably determined by Landlord. Tenant may lease such ROFO Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within three ten (310) business days after receipt of Landlord’s notice, time being the date of the essence. If Tenant elects to lease the Offered SpaceROFO Notice, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then except that Tenant shall have no further rights under this section with respect to the Offered Space, such Right of First Offer and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall need not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease provide Tenant with a then ROFO Notice, if Tenant is not permitted to exercise the same pursuant to Section 7.f. below, or if Tenant does not intend to use the ROFO Space for Tenant’s exclusive use during the Extended Term, or if the existing tenant. Landlord shall not be liable to Tenant tenant in the ROFO Space is interested in extending or renewing its lease for any failure to deliver the ROFO Space or entering into a new lease for such space as a result of any holdover tenant or other occupant of any Offered ROFO Space.

Right of First Offer. Provided that a. i. Subject to the provisions of this Article, Lessee shall have the option to lease from Lessor space on the east wing of the second (i2nd) Tenant is not then in default under this Leasefloor as shown on the attached floor plan, (ii"Additional Space") at the expiration of the existing space lease(s) for such Additional Space, or to the extent any portion of the Additional Space is presently vacant, at the expiration of the initial lease for such vacant space. If the Term of this Lease is then shall be in full force and effect, (iii) effect on the Tenant named herein has not assigned this Lease expiration or sublet any part termination date of the Leased Premises and is then in actual occupancy of existing space lease(s) or initial space lease, as the entire Leased Premisescase may be, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Additional Space, which may include a term whose expiration date is not coterminous with the Term applicable subject to the Leased PremisesLessor's right to renew such lease(s), and the date on upon which such Offered Space is expected to be available (collectivelyLessee shall exercise the option hereinafter referred to, the “Terms”). Tenant Lessee shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s noticeall, time being but not less than all of the essence. If Tenant elects to lease the Offered SpaceAdditional Space on an as-is basis, it shall, provided Lessee gives Lessor written notice of such election within fifteen (15) business days after Lessee shall receive Lessor's notice that such election, enter into an amendment Additional Space is available for leasing to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and voidLessee. If Tenant shall not elect Lessee fails or refuses to lease exercise this option within the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodtime period set forth above (TIME BEING OF THE ESSENCE), then Tenant and in such event Lessee shall have no further rights under this section Section with respect to such Additional Space. If Lessee shall elect to lease said Additional Space: (v) said Additional Space shall be deemed incorporated within and part of the Offered Premises on the date that Lessor shall notify Lessee that such Additional Space is ready for occupancy by Lessee and shall expire on the Expiration Date of this Lease, (x) the Fixed Basic Rent payable under this Lease shall be increased by an amount such that during the balance of the term of this Lease the Fixed Basic Rent for said Additional Space shall be the then fair market rent for the Additional Space, and Landlord as determined in the manner set forth in clause (ii) below, (y) Lessee's Percentage Share shall be free proportionately increased, and (z) all other terms and provisions set forth in this Lease shall apply, except that Lessor not be required to perform any work with respect to said Additional Space. The parties shall promptly execute an amendment of this Lease confirming Lessee's election to lease any or all said Additional Space and the incorporation of such Offered said Additional Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is into the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpacePremises.

Right of First Offer. Provided that Landlord hereby grants to Tenant a one-time right of first offer during the initial Term with respect to Suite 204 on the second 2nd floor of the Project as outlined on Exhibit “A-1” attached hereto and made a part hereof (“First Offer Space”); provided, however, such right of first offer shall only be effective if Tenant has timely delivered its Notice of Exercise (as defined in subparagraph (b)(ii) below) in accordance with the provisions of this Section 32. Notwithstanding the foregoing, (i) such first offer right of Tenant shall commence only following the expiration or earlier termination of (A) any existing lease pertaining to the First Offer Space, and (B) as to any First Offer Space which is not then in default under vacant as of the date of this Lease, (ii) the first lease pertaining to any portion of such First Offer Space entered into by Landlord after the date of this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “TermsSuperior Leases”), including any renewal of such existing or future lease, whether or not such renewal is pursuant to an express written provision in such lease, and regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease, (ii) such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to (A) the tenants of the Superior Leases and (B) any other tenant of the Project prior to the date of this Lease (the rights described in items (i) and (ii), above to be known collectively as “Superior Rights”), and (iii) such right of first offer shall not be triggered by the lease of space in the Project by Landlord to an existing tenant in the Project in connection with the relocation of such existing tenant’s premises in the Project. Tenant Tenant’s right of first offer shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years be on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceset forth in this Section 32.

Right of First Offer. Provided (a) In the event that the premises presently occupied by Mormac Marine and located adjacent to the Demised Premises on the seventh (i7th) floor of the Building as outlined on the floor plan annexed hereto as Exhibit A-1 and hereby made a part hereof (the “Adjacent Premises”) becomes vacant and available for lease, then, so long as Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. XxxxxxxxTenant of the availability of the Adjacent Premises (“Landlord’s notice shall identify the space available (the “Offered SpaceNotice”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. that Landlord shall not be liable to Tenant for any costs, expenses, damages or liabilities which are or may be incurred by Tenant by reason of Landlord’s unintentional failure to deliver such space as an notify Tenant. Tenant shalt have a result period of five (5) days after receipt of Landlord’s Notice in which to notify Landlord that Tenant will lease the Adjacent Premises pursuant to the terms of this Article 59 (“Tenant’s Notice”), time being of the essence with respect to all of Tenant’s obligations hereunder. This Right of First Offer shall not apply during the last two (2) years of the initial term of this Lease or during the last two (2) years of any holdover tenant or other occupant of any Offered Spacerenewal term unless Tenant shall have exercised the next available renewal option.

Right of First Offer. Provided that (i) Tenant is not then in default under this Leasehereunder, Landlord hereby grants Tenant a one-time right (ii"First Right") this Lease is then in full force and effect, to lease any space which may become available for lease on the ninth (iii9th) the Tenant named herein has not assigned this Lease or sublet any part floor of the Leased Premises Building ("First Right Space") in accordance with and is then in actual occupancy subject to the provisions of this Paragraph; provided, however, that this First Right shall cease to be effective during the entire Leased Premises, and final twelve (iv12) Tenant’s financial condition meets the financial criteria Landlord requires for the lease months of such space, if, at any time during the Term, those certain spaces known as Suite 340the Term may have been extended by Tenant pursuant to Paragraph G above. At any time after the date of this First Amendment, 360but prior to leasing the first Right Space, and 370 is or will be “available for lease” and Landlord desires any portion thereof, to lease such spaceany other party, Landlord shall notify Tenant. Xxxxxxxx’s give Tenant written notice shall identify of the space available basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Offered Space”"Economic Terms"), set forth the terms and conditions on upon which it Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Offered Space, which may include a term whose expiration date is Economic Terms shall exclude brokerage commissions and other Landlord payments that do not coterminous with the Term applicable directly inure to the Leased Premises, and the date on which such Offered Space tenant's benefit. It is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option understood that should Landlord intend to lease other space in addition to the Offered First Right Space for as part of a minimum of three single transaction, then Landlord's notice shall so provide and all such space shall collectively be subject to the following provisions. Within five (3) years on the Terms by delivering notice to Landlord within three (35) business days after receipt of Landlord’s 's notice, time being Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the essence. If Tenant elects space specified in Landlord's notice (the "Designated Space") upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Offered Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant's lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it shalldeems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord's notice within fifteen said period, Tenant shall be deemed to have elected clause (15ii) business days after above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such electionrevised Economic Terms and the same other non-Economic Terms as set forth in this Lease, enter into or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease on a form prepared by Landlord incorporating consistent with the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years foregoing, and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect execute and return same to Landlord within ten (10) days. Tenant's failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant's commitment to lease the Offered Designated Space, to lease such space to a third party, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant's First Right shall be subject to any extension or expansion rights granted by Landlord to any existing third party tenant in the Building, and to any extension or expansion rights granted by Landlord to any third party tenant occupying the First Right Space within or any portion thereof, and in no event shall any such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant First Right Space be deemed available for leasing until the existing tenant thereof shall have no further vacated the First Right Space. Tenant's rights under this section with respect Paragraph shall belong solely to the Offered SpaceExult, Inc., a Delaware corporation and Landlord may not be assigned or transferred by it. Any attempted assignment or transfer shall be free to lease any void and of no force or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceeffect.

Right of First Offer. Subject to Section 37.4, during the term of the Lease (as it may be extended from time to time), Tenant shall have a one-time right of first offer to purchase ("Right of First Offer") the Project and, prior to the creation of the Lot, Alameda County APN 441-0065-05-01 (the "Offer Property"). Tenant's Right of First Offer, as granted herein, shall be void if, at the time Tenant attempts to exercise the Right of First Offer, Tenant is in default in the performance of any of its obligations under the Lease beyond the period provided for the cure thereof, if any. Provided the above condition is satisfied, if Landlord desires to sell the Offer Property, Landlord shall give Tenant written notice, by facsimile and by U. S. Mail, of Landlord's intention to market the Offer Property for sale ("Landlord's Marketing Notice") stating the terms upon which Landlord desires to consummate the sale of the Offer Property. During the ten (10) business day period following Tenant's receipt of Landlord's Marketing Notice, Tenant shall have the right to (a) inform Landlord that Tenant accepts the terms set forth in Landlord's Marketing Notice or (b) make a counter-offer to Landlord to purchase the Offer Property on other terms, or (c) reject Landlord's offer. If Tenant unconditionally accepts Landlord's offer or if Landlord accepts a counter-offer from Tenant, then the effect thereof shall be to bind the parties to the sale of the Offer Property on the terms thereof. If (i) Tenant is not then in default under this Leaserejects Landlord's offer, (ii) fails to accept Landlord's offer or (iii) makes a counter offer that Landlord refuses to accept, all rights under this Lease is then in full Right of First Offer shall terminate and be of no further force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.

Right of First Offer. Provided that 23.1 After the first three (i3) years of the initial Term of this Lease, and so long as DRIV (or any Successor) is the Tenant is not then in default under this Lease, and regardless of whether DRIV has exercised its rights under Article 22 to the Expansion Premises during the first three (ii3) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part years of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360if any portion of the Building not leased by Tenant (the “First Offer Premises”) becomes or will become available for leasing by third parties (excluding by any affiliates of Landlord) after the first three (3) years of the initial Term of this Lease, and 370 is or will be “available for lease” and if Landlord desires to lease such spaceall or any portion of the First Offer Premises to third parties (excluding to any affiliates of Landlord), Landlord shall shall, prior to offering to lease all or any portion of the First Offer Premises to any third party (excluding to any affiliates of Landlord), notify Tenant. Xxxxxxxx’s notice shall identify the space available DRIV, in writing (the “Offered SpaceFirst Offer Notice”), set forth that such First Offer Space is or will become available, the anticipated delivery date of such First Offer Space to DRIV, and the terms upon which such First Offer Space will be offered, including, without limitation, the basic rent rate and conditions the term, it being understood that (A) if the First Offer Premises constitutes less than the balance of the Building not leased by Tenant, and the Expansion Effective Date occurs on which or prior to the last day of the sixtieth (60th) full calendar month of the Term, then the length of the term of the First Offer Premises shall be scheduled to end on the last day of the initial Term, and if the same results in an extension of the length of the term of the First Offer Premises, then the basic rent rate applicable to such First Offer Premises for any such extension shall be the then current basic rent rate for new leases for similar space in the Building according to Landlord’s then current rental rate schedule for new leases for prospective tenants as then in effect, it is willing being understood that Tenant shall continue to lease have the Offered Spaceright to exercise the Renewal Term with respect to the Premises and such First Offer Premises as provided in Section 1.2.5 hereof, which may include a term whose expiration date is (B) if the First Offer Premises constitutes less than the balance of the Building not coterminous with leased by Tenant, and the Expansion Effective Date occurs after the last day of the sixtieth (60th) full calendar month of the Term, then the length of the then-current Term shall be extended for both the Premises and such First Offer Premises and shall be scheduled to end on the last day of the sixtieth (60th) full calendar month following the calendar month containing the Expansion Effective Date, and the basic rent rate applicable to the Leased PremisesPremises and such First Offer Premises for any extended period shall be the then current basic rent rate for new leases for similar space in the Building according to Landlord’s then current rental rate schedule for new leases for prospective tenants as then in effect, it being understood that if Expansion Effective Date occurs during the initial Term, then Tenant shall continue to have the right to exercise the Renewal Term with respect to the Premises and such First Offer Premises as provided in Section 1.2.5 hereof, and (C) if the First Offer Premises constitutes the balance of the Building not leased by Tenant, then the length of the then-current Term shall be extended for both the Premises and the First Offer Premises and shall be scheduled to end on the last day of the eighty-fourth (84th) full calendar month following the calendar month containing the Expansion Effective Date, and the basic rent rate applicable to the Premises and such First Offer Premises for such extended period shall be the then current basic rent rate for new leases for similar space in the Building according to Landlord’s then current rental rate schedule for new leases for prospective tenants as then in effect, it being understood that if the date on which such Offered Space First Offer Premises is expected delivered to Tenant occurs during the initial Term, then Tenant shall continue to have the right to exercise the Renewal Term with respect to the Premises and the First Offer Premises as provided in Section 1.2.5 hereof. DRIV shall have the right (the “Right of First Offer”), to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms exercised by delivering giving written notice to Landlord within three ten (310) business days Business Days from the date of the First Offer Notice, to lease such First Offer Space on the terms and conditions set forth in the First Offer Notice. In the event DRIV does not notify Landlord that it desires to lease such First Offer Space on the terms and conditions set forth in the First Offer Notice within the 10-Business Day period prescribed herein, and within ten (10) Business Days after receipt of Landlord’s noticerequest enter into a lease amendment prepared by Landlord which adds the First Offer Space to the Premises upon the terms and conditions set forth in the First Offer Notice and in this Lease and incorporating the provisions of Section 23.2, time being Landlord may lease all or any part of such First Offer Space to any other party and, except as provided below, DRIV shall have no further right or interest in all or any part of such First Offer Space whether or not all or any part of such First Offer Space again becomes available for lease during the essenceterm of this Lease. If Tenant Landlord elects to lease the Offered SpaceFirst Offer Space to another party on terms which are substantially more favorable to such other party than the terms set forth in the First Offer Notice, it shallthen Landlord must first re-offer the First Offer Space to DRIV on such terms. If Landlord re-offers the First Offer Space to DRIV on such more favorable terms, then DRIV shall accept, if at all, within fifteen ten (1510) business days after Business Days of any such electionre-offering. For purposes of this Lease, another lease shall be substantially more favorable than the offer set forth in the First Offer Notice if the net effective rent (as calculated by Landlord) in such other lease is more than 8% lower than the net effective rent in the offer set forth in the First Offer Notice. If Landlord and a third-party tenant (excluding to any affiliates of Landlord) do not enter into an amendment to this Lease on a form prepared by Landlord incorporating lease for the Offered Space as part of the Leased First Offer Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space which is the subject of a First Offer Notice within six (6) months after the date of such First Offer Notice, then Landlord shall promptly notify DRIV thereof, and if Landlord desires to lease all or any renewal or extension portion of an expiring lease the First Offer Premises to third parties (excluding to any affiliates of Landlord), then Landlord must again re-offer the First Offer Space to DRIV in accordance with a then existing tenantthe provisions of this Article 23. Anything herein to the contrary notwithstanding, Landlord shall not be liable required to Tenant offer the First Offer Space to any third party for any failure leasing. The terms of this Article 23 shall apply only to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethe entire First Offer Space available for leasing by third parties and identified in the First Offer Notice.

Right of First Offer. Provided that (i) Tenant no Event of Default has occurred and is not then in default under this Leasecontinuing hereunder, and (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease (other than an assignment to a Tenant Affiliate), Tenant shall have a continuing right of first offer during the initial Term of this Lease to lease the balance of the Building (the "ROFO Space") at such time as any portion of the ROFO Space becomes available for lease to the general public (or sublet any is otherwise subject to Landlord's recapture right under the express terms of such tenant's lease) after such space is initially occupied as part of the Leased Premises initial leasing of the Building (and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria surrendered to Landlord requires for the lease by any existing tenant of such space). At such time as Landlord reasonably anticipates the availability of all or a portion of the ROFO Space, Landlord shall promptly provide Tenant with written notice of the availability of such space; provided, however, in no event shall Landlord be obligated to exercise its right to recapture the ROFO Space under the terms of another tenant's lease until such time as Tenant shall have affirmatively elected to exercise its right of first offer with respect to such ROFO Space and Landlord and Tenant shall have executed an amendment to this Lease incorporating such ROFO Space into this Lease as hereinbelow provided. Notwithstanding the foregoing, Tenant shall have no right of first offer to lease all or any portion of the ROFO Space (i) during the first two (2) Lease Years if, at any the time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “such ROFO Space becomes available for lease” and Landlord desires Lease, Tenant is then subleasing all or any portion of the Premises in excess of 20,000 rentable square feet (other than a sublease to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”a Tenant Affiliate), set forth or (ii) from and after the terms and conditions on which it expiration of the second Lease Year if, at the time such ROFO Space becomes available for Lease, Tenant is willing then subleasing all or any portion of the Premises in excess of 10,000 rentable square feet (other than a sublease to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”Tenant Affiliate). Tenant shall thereupon have a period of ten (10) days following receipt of written notice from Landlord of the one availability of ROFO Space to indicate (by written notice to Landlord) whether Tenant shall lease all (but not a portion) of the available ROFO Space on the same terms and conditions as are applicable to the Premises initially demised by this Lease, except that Tenant shall not be entitled to any applicable upfit allowance in connection with the ROFO Space and the base rent for the ROFO Space shall be the then current fair market base rental rate applicable to comparable space in the Building or the Business Park. If, at the time of Tenant's exercise of its right and option to lease of first offer, the Offered Space for a minimum remainder of the Term of the initial Premises is three (3) years on or more, the Terms by delivering notice term of Tenant's lease of the ROFO Space shall coincide with the balance of the Term so as to Landlord within be coterminous with Tenant's lease of the Premises. If, at the time of Tenant's exercise of its right of first offer, the remainder of the Term of the initial Premises is less then three (3) business days after receipt years, the term of Landlord’s notice, time being Tenant's lease of the essenceROFO Space shall be five (5) years, and, in connection with Tenant's lease of the ROFO Space, the Term of this Lease shall automatically be extended (effective as of the expiration of the Term of this Lease) on market terms mutually acceptable to Landlord and Tenant, so as to make this Lease coterminous with the termination date of Tenant's lease of the ROFO Space. If For example, if at the end of the fourth (4th) Lease Year, Tenant elects exercises its right to lease the Offered ROFO Space for a term of 5 years at then- current market rates, the term of Tenant's lease of the Premises under this Lease shall be deemed to be extended by a period of four (4) years so as to be coterminous with Tenant's lease of the ROFO Space; however, it shallduring the fifth (5th) Lease Year, Tenant shall continue to occupy and pay rent applicable to the Premises in accordance with the terms of this Lease, and thereafter Tenant shall occupy the Premises on the same terms and conditions as are applicable to the ROFO Space. If Landlord and Tenant cannot, using good faith, diligent efforts agree upon the then current fair market base rental rate for the ROFO Space within fifteen thirty (1530) business days after such electionfollowing Landlord's receipt of Tenant's written notice evidencing its intent to exercise its right of first offer, enter into an amendment the same shall be determined in the manner specified in Section 2 of Exhibit E to this Lease on a form prepared by Landlord incorporating Lease. In --------- the Offered Space as part event Tenant fails to respond to Landlord's notice of the Leased Premises subject to the Terms for a minimum availability of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space such space within such 3-business said ten (10) day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall be deemed to have no further rights under this section waived its right of first offer with respect to the Offered Space, and Landlord shall be free to lease any or all of then-available ROFO Space until such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “said space subsequently becomes available for lease” if such space is lease to the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacegeneral public.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this So long as the Lease is then remains in full force and effecteffect without any default by Tenant beyond the applicable grace period, (iii) Tenant shall have a right of first offer, pursuant and subject to the Tenant named herein has not assigned this Lease or sublet following terms and conditions, to lease any part available rentable area on the second floor of the Leased Premises and is Building (hereinafter referred to as “Available Space”). In the event that Landlord intends to make a written proposal to lease any Available Space other than to its then in actual occupancy of the entire Leased Premises, and current tenant or occupant (ivif any) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at or any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires other party presently entitled to lease such spaceAvailable Space, Landlord shall notify first make a written offer to lease such Available Space to Tenant. Xxxxxxxx’s notice shall identify , stating the space available (the “Offered Space”), set forth the rent that Landlord will accept and all other material terms and conditions on of the proposed lease (which it is willing to lease rent and other terms and conditions shall be consistent with other offerings then being made by Landlord for comparable space in the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”Building). Tenant shall thereupon have the one time right and option to may lease the Offered such Available Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of accepting Landlord’s notice, time being of the essenceoffer in writing within five (5) Business Days after notice thereof. If Tenant elects to lease the Offered Spacedoes not so accept such offer, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Available Space to a any third party or parties from time to time on such terms and conditions as it Landlord may deem appropriateelect and Tenant shall have no further recourse with respect to such Available Space. Space In any case in which Tenant shall not have waived said right of first offer or said right shall have expired, Tenant shall, upon request of Landlord, execute and deliver in recordable form an instrument indicating such waiver or expiration, which instrument shall be deemed conclusive in favor of all persons relying thereon in good faith. In no event shall said right of first offer apply to be “available for lease” if such space is the subject initial leasing after the date hereof of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacecurrently available rentable area.

Right of First Offer. Provided that Subject to the provisions hereinafter set forth and subject and subordinate to any and all rights of any other tenant or occupant of the Building (i) including, without limitation, the extension or renewal of any lease of the First Offer Space by the then existing tenant or occupant thereof), and provided Tenant is has not then in default exercised its termination option under this Section 27 of the Lease, (ii) this Lease is then in full force and effectLandlord hereby grants to Tenant the right to lease, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth on the terms and conditions hereinafter set forth, the space in the Building identified on which it is willing Exhibit C attached hereto (the "First Offer Space"), if such space becomes available for leasing after the Additional Premises Commencement Date and prior to lease the Offered 3rd anniversary of the Additional Premises Commencement Date (the "Offer Period"). If, during the Offer Period, Landlord gives Tenant notice (the "Offer Notice") that the First Offer Space, which may include or a term whose expiration date portion thereof, is not coterminous with the Term applicable to the Leased Premisesavailable for leasing, and the date on which such Offered Space is expected to be available then if, within ten (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (310) business days after receipt the delivery of Landlord’s such notice, time being Tenant shall give Landlord written notice that Tenant elects to negotiate a lease of the essenceFirst Offer Space, or applicable portion thereof, Landlord shall not offer such space for rent to a third party for at least fifteen (15) business days after Tenant gives Landlord notice of its desire to negotiate a lease for the First Offer Space, or applicable portion thereof. Tenant may only lease the entire, but not less than the entire First Offer Space, or applicable offered portion thereof, if it becomes available for leasing. If Tenant elects gives Landlord notice that it does not elect to negotiate a lease the Offered for such First Offer Space, it shallor applicable portion thereof, or if, within fifteen (15) business days after such election, enter into an amendment following Landlord's receipt of notice that Tenant desires to this Lease on negotiate a form prepared by Landlord incorporating lease for the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day periodFirst Offer Space, or fails applicable portion thereof, the parties shall fail to enter into agree on the terms of a lease therefor, Landlord may lease such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space space to a third party or parties from time to time on such terms and conditions as it Landlord may deem appropriate. desire; except that if Landlord, within four (4) months after the date of Landlord's Offer Notice, does not enter into a lease of such portion of the First Offer Space, then Tenant's rights under this section to lease such portion of the First Offer Space shall not terminate but shall continue in full force and effect; provided, however, said four (4) month period shall be deemed to be “available extended for lease” if as long as Landlord is pursuing negotiations diligently with such space is the subject of any renewal or extension of an expiring lease with a then existing prospective tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.

Right of First Offer. Provided that (i) Tenant is then not then in default hereunder and is then occupying space in the Building under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, if at any time during the Term Landlord has made or intends to make a proposal to lease any space on the 15th floor of the Building which is contiguous to the Premises (the "EXPANSION SPACE"), Landlord will notify Tenant in writing of such fact (the "LANDLORD NOTIFICATION"), and Tenant shall have the right (the "RIGHT OF FIRST OFFER"), subject to any then existing rights of other tenants (regardless of when granted), to be exercised in writing to Landlord (the "TENANT RESPONSE") within 15 days after receiving such notification from Landlord (the "NOTIFICATION PERIOD"), to lease all, but not part, of the Expansion Space, to be leased by Tenant from the date that Landlord and Tenant shall have executed a definitive agreement with respect thereto (which shall in no event be more than 30 days from the date of the Tenant Response) to the last day of the Term, those certain spaces known as Suite 340the same may have been extended. If Tenant chooses not to exercise the Right of First Offer, 360, and 370 is or will be “available for lease” and Landlord desires to lease such spacethen upon the expiration of the Notification Period, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify have the space available (the “Offered Space”), set forth the terms and conditions on which it is willing right to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable Expansion Space to the Leased Premises, any party and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essenceany terms. If Tenant elects to lease leases the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment Expansion Space pursuant to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below section, such space shall be null leased upon all the covenants, agreements, terms, provisions and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to conditions set forth in this Lease within (except for such 15-day periodcovenants, then Tenant shall have no further rights under agreements, terms, provisions and conditions of this section with respect to the Offered Space, and Landlord Lease as shall be free to lease any clearly inapplicable or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceirrelevant).

Right of First Offer. Provided Tenant shall have an ongoing right of first offer (each, a “Right of First Offer”) to lease all (and not just a portion) of each applicable portion of space within the building within the Park known as and numbered 1000 Xxxxxxxx Xxxxxx (“Building 1500”) and/or within the building within the Park known as and numbered 1000 Xxxxxxxx Xxxxxx (“Building 1700,” and together with Building 1500, each a “ROFO Building”) following any such space that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease occupied by any tenants or sublet any part other occupants as of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “Effective Date becoming available for lease” and Landlord desires to lease such space(in each applicable case, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Offering Space”), set forth and subject to and in accordance with the terms and conditions on set forth in this Section III. Any Right of First Offer shall be exercised, if at all, as set forth hereinbelow. In the event that Landlord determines that any applicable Offering Space has or will become available for lease as set forth herein, in Landlord’s sole and absolute discretion, then prior to leasing all or any portion of such applicable Offering Space to a party other than to any existing tenant thereof or any party having rights to such space that are superior to the rights of Tenant hereunder (including, without limitation, any relocation by Landlord of any existing tenant at the Park to such space in accordance with the terms and provisions of such tenant’s lease), Landlord shall advise Tenant in writing (an “Advice”) of the terms upon which it Landlord is willing prepared to lease such applicable Offering Space to Tenant, with Landlord not being obligated to lease such applicable Offering Space to Tenant for less than one hundred percent (100%) of the then applicable Prevailing Market rate. Tenant, within ten (10) Business Days after the date of any applicable Advice, may elect to lease the Offered Spaceapplicable Offering Space that is the subject of such applicable Advice in its entirety only, which may include by delivering to Landlord a term whose expiration date final binding written notice (a “ROFO Binding Notice”) of Tenant’s exercise of its Right of First Offer with respect to the applicable Offering Space that is not coterminous the subject of such applicable Advice in accordance with the Term applicable to the Leased Premises, and the date on which terms of such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essenceAdvice. If Tenant fails or elects not to lease the Offered Spaceprovide Landlord with such ROFO Binding Notice within such ten (10) Business Day period, it shallthen, within fifteen (15) business days after except as otherwise expressly set forth hereinbelow, Tenant’s Right of First Offer with respect to such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Advice and such Offering Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have void and of no further rights under this section force and effect with respect to the Offered such Offering Space, and Landlord shall be free have the right to lease such Offering Space, or any or all portion thereof, free of such Offered Space to a third party or parties from time to time on Tenant’s Right of First Offer with respect thereto and upon such terms and conditions as it Landlord may deem appropriate. elect in its sole discretion unless and until such Offering Space shall not be deemed to be “available for lease” if such space that is the subject of any renewal such Advice again becomes available for lease as set forth herein, in Landlord’s sole and absolute discretion, after either (i) the leasing thereof by Landlord following Tenant’s failure or extension of an expiring election not to provide such ROFO Binding Notice to Landlord within such ten (10) Business Day period, or (ii) eighteen (18) full calendar months have elapsed since Tenant failed or elected not to provide Landlord with such ROFO Binding Notice within such ten (10) Business Day period without Landlord having entered into a lease with a third party tenant for such Offering Space, following either which events the terms and provisions of this Section III shall again apply to such Offering Space ((a) or (b), as applicable, the “Re-Offering Conditions”). If Tenant provides Landlord with a ROFO Binding Notice with respect to such Advice within such ten (10) Business Day period, then existing tenant. Landlord and Tenant shall not be liable to Tenant enter into the Additional Lease (as defined below) for any failure to deliver the applicable Offering Space that is the subject of such space as a result of any holdover tenant or other occupant of any Offered SpaceAdvice in accordance with the terms and conditions hereof.

Right of First Offer. Provided that A. Tenant shall have an ongoing Right of First Offer through the Extended Lease Term on the 2,581 rentable square feet adjoining the Premises on the fourth (i4th) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part floor of the Leased Premises and is then in actual occupancy Building effective upon execution of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, Second Amendment and the 2,627 rentable square feet located on the fourth (4th) floor of the Building effective February 1, 1999 or such earlier date on which such Offered Space is expected if said space should become available prior to be available February 1, 1999 (current lease expires 8/31/99) (collectively, the “Terms”"Offer Space" and as further defined on Exhibit B attached hereto). , which Right of First Offer shall be exercised as follows: when Landlord has a bonafide prospective third party tenant or existing tenant ("Prospect") interested in leasing all or any portion of the Offer Space or renewing or extending an existing lease with respect thereto (or otherwise amending an existing lease, the effect of which would be to allow an existing tenant or any other party the right to continue leasing or using such Offer Space beyond the date such right would terminate but for such amendment), Landlord shall advise Tenant shall thereupon have in writing (the one time right and option "Advice") of the terms under which Landlord is prepared to lease the Offered Offer Space for a minimum (or applicable portion thereof) to such Prospect, and Tenant may lease such Offer Space, under such terms (except as otherwise provided herein), in its entirety only , by providing Landlord with written notice of three exercise (3"Notice of Exercise") years on the Terms by delivering notice to Landlord within three five (35) business days after the receipt of Landlord’s noticethe Advice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then except that Tenant shall have no further rights under this section with respect to the Offered Space, such Right of First Offer and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall need not be deemed to be “available for lease” if such space is the subject of any renewal or extension of provide Tenant with an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.Advice if:

Right of First Offer. A. If at any time during the Term of this Lease, LESSOR shall desire to lease any space consisting of 10,000 rentable square feet or larger located on the second (2nd) through eleventh (11th) floors of the Building (the "First Offer Space") after any pre-existing rights, LESSOR shall notify LESSEE and set forth the terms and conditions on which LESSOR is willing to lease the First Offer Space (the "Proposal"), including, without limitation, rent, term (subject to a five (5) year minimum term), build-out allowance and other incentives or inducements to lease, if any. LESSEE may not at any time during the Term lease in excess of 60,000 rentable square feet of First Offer Space and Expansion Space in the aggregate. Provided that at the time of such exercise (i) Tenant is not there then in default under this Leaseexists no Default of LESSEE beyond applicable notice and cure periods, (ii) this Lease is then in if full force and effect, effect and (iii) the Tenant named herein LESSEE has not assigned this Lease or sublet subleased to any part non-Affiliates in excess of 30,000 rentable square feet of the Leased Premises and is then in actual occupancy the aggregate, LESSEE may, by giving notice in writing to LESSOR within seven (7) Business Days after receipt of the entire Leased PremisesLESSOR'S notice, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing elect to lease the Offered Space, which may include a term whose expiration date is not coterminous with First Offer Space on the Term applicable to terms so offered by LESSOR as set forth in the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”)Proposal. Tenant If LESSEE shall thereupon have the one time right and option so elect to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered First Offer Space, it shall, within fifteen (15) business days after such election, shall enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part terms contained in the Proposal within twenty (20) Business Days after LESSEE'S receipt of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and voidsaid amendment from LESSOR. If Tenant LESSEE shall not elect to lease the Offered First Offer Space within such 3-business day seven (7) Business Day period, or fails shall fail to enter into such an amendment to this Lease within such 15-twenty (20) day period, then Tenant LESSEE shall have no further rights under this section Section with respect to the Offered Space, First Offer Space and Landlord LESSOR shall be free to lease any or all of such Offered Space space to a third party or parties from time other parties, subject to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject provisions of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.Section 37.B.

Right of First Offer. Provided Prior to any offer or sale by the Company of any -------------------- Equity Securities (as defined below) during the period beginning on the Closing Date and ending on the twelve (12) month anniversary of the Closing Date, the Company must first deliver to each Purchaser written notice describing the proposed issuance, including the terms and conditions thereof, and provide each Purchaser with an option during the five (5) Trading Day period following delivery of such notice to purchase all or any part of such Purchaser's Allocable Portion (as defined below) of the Equity Securities being offered on the same terms as contemplated by such issuance (the "Right of First Offer"). -------------------- In the event that a Purchaser either does not give notice within such five Trading Day period that it intends to exercise the foregoing option or informs the Company in writing that it does not intend to participate in all or any part of such issuance, the Company may offer to a third party the option to purchase up to, in the aggregate, the amount of Equity Securities which were declined by such Purchaser, on the same terms as were offered to such Purchaser. For purposes hereof, (A) "Equity Security" shall mean Common Stock or any other --------------- equity security of the Company, or any security convertible into, or exercisable or exchangeable for, Common Stock or any such equity security and (B) a Purchaser's "Allocable Portion" of Equity Securities as of a particular date ----------------- shall be determined by dividing the number of Preferred Shares purchased by such Purchaser hereunder by the aggregate number of Preferred Shares purchased by of the Purchasers hereunder, and multiplying the resulting quotient by the aggregate amount of Equity Securities being issued. The Right of First Offer will not apply to the issuance of Equity Securities pursuant to (i) Tenant is not then an employee benefit plan or program duly adopted by the Company and in default under this Leaseeffect on the date hereof, (ii) this Lease is then in full force and effectany options or warrant outstanding on the date hereof, (iii) the Tenant named herein has not assigned this Lease any firm-commitment underwritten public offerings of Equity Securities or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires any issuance of Equity Securities in connection with a strategic investment or acquisition which, in either such case, is not effected for the lease primary purpose of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceraising equity capital.

Right of First Offer. Provided that (i) Tenant is not then in default there exists no Event of Default under this the Lease, (ii) this Lease Tenant is then in full force occupancy of at least ninety percent (90%) of the Premises and effectTenant intends to occupy the space referenced herein, and (iii) the Tenant named herein Landlord has not assigned this Lease or sublet given more than two (2) notices of default in any part twelve (12) month period for nonpayment of monetary obligations, Tenant shall have the Leased Premises and is then right of first offer ("Right of First Offer") to lease any space in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “Building that becomes available for lease” and Landlord desires lease on or prior to lease such spaceDecember 31, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available 1997 (the “Offered "First Offer Space”), set forth ") under the terms and conditions on which it is willing outlined below. The First Offer Space shall not be deemed "available for lease" if the tenant under an expiring lease of all or a portion of the First Offer Space desires to renew or extend its lease or if any existing tenant of the Project exercises an existing option or right of first offer to lease the Offered Space, which may include all or a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being portion of the essenceFirst Offer Space. If Tenant elects to lease the Offered First Offer Space, it shall, Tenant shall so notify Landlord in writing (the "Election Notice") within fifteen five (155) business days after the date of Landlord's notice that the space has or will become available for lease. If Tenant does not deliver to Landlord the Election Notice within such electiontime period, then Landlord shall be relieved of its obligation to make available for lease to Tenant the First Offer Space then "available for lease" and the provisions of this paragraph shall be of no further force and effect with respect thereto. Without limiting the foregoing, upon the non-delivery of the Election Notice by Xxxxxx, Landlord shall be entitled to grant options and rights free and clear of Tenant's right of first offer under this paragraph to other tenants or prospective tenants of the Project. Upon Tenant's delivery of the Election Notice with respect to the First Offer Space, Landlord and Tenant shall promptly enter into an amendment to of this Lease adding the First Offer Space to the Premises on a form prepared by Landlord incorporating all the Offered Space terms and conditions set forth in this Lease as part to the Premises, except that (i) the term of the Leased Premises subject lease to Tenant of the First Offer Space shall commence upon the actual availability date of the First Offer Space ("Availability Date") and shall continue coterminously with the remaining Term for the Premises, (ii) Tenant shall take the First Offer Space in its then "as-is" condition and Landlord shall neither provide nor pay for any interior improvement work or services related to the Terms First Offer Space, (iii) the Base Rent per rentable square foot payable by Tenant for a minimum of three years and the Termination Right as provided for in Section 2.N. below First Offer Space shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect equal to the Offered Market Rent (as defined below) for the First Offer Space determined pursuant to the terms of SECTION 3.5 below, but in no event shall the Base Rent for the First Offer Space be less than the average Base Rent paid by Tenant under the Lease from the Commencement Date to the Availability Date, (iv) Tenant's Share shall be increased to reflect the addition of the Right of First Offer Space, and Landlord (v) the Base Year for the Right of First Offer Space shall be free the Base Year for the remaining Premises. The Right of First Offer set forth herein is personal to lease any or all of such Offered Space to a third party or parties from time to time on such terms the original Landlord and conditions as the original Tenant under this Lease and it may deem appropriate. Space shall not be deemed binding upon any lender succeeding to Landlord's interest in this Lease (whether by foreclosure, deed in lieu of foreclosure or otherwise) nor shall it be “available for lease” if such space is the subject included in any assignment of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceXxxxxx's interest in this Lease.

Right of First Offer. Provided that (i) Tenant Sublessee is not then in default under this Leaseat the time -------------------- such option is exercised and such option commences, (ii) this Lease is then Sublessee shall have the right of first offer for leasable premises in full force and effect, (iii) the Tenant named herein has not assigned this Lease Buildings during the Sublease Term. If all or sublet any part portion of the Leased Premises and is then Buildings becomes available to lease, Sublessor shall first offer, in actual occupancy of the entire Leased Premiseswriting, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenantspace to Sublessee. Xxxxxxxx’s notice shall identify The location of the space available (the “Offered Space”), set forth the shall be determined by Sublessor in its sole but reasonable discretion. Such offer to Sublessee shall be upon terms and conditions on as shall be mutually agreed to by the parties at the time such space becomes available. Sublessee shall have thirty (30) days following receipt of Sublessor's notice in which it is willing to negotiate mutually acceptable terms and to elect, in writing, to lease such space on such mutually acceptable terms from Sublessor. In the Offered Space, which may include a term whose expiration date is not coterminous event Sublessee shall fail to exercise such option with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available thirty (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (330) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails Sublessor hereafter may lease such space to enter into any third party without any additional notice to Sublessee at a rent and upon such an amendment to this Lease within such 15-day period, then Tenant terms and conditions as Sublessor may determine and Sublessee shall have no further rights under this section with respect Paragraph 38 to such space or any future space. Notwithstanding the Offered Spaceforegoing, and Landlord if Sublessor shall be free desire to lease any or all of such Offered Space space to a third party or parties from time at terms at least ten percent (10%) less than those offered to time on Sublessee under this Paragraph 38, Sublessor shall re-offer such space to Sublessee at such lesser terms and conditions as it may deem appropriateSublessee shall have five (5) days in which to exercise such second offer. Space In the event Sublessee exercises any of the rights set forth herein, Sublessor and Sublessee shall not be deemed execute an appropriate amendment to be “available for lease” if such space is this Sublease. In the subject event Sublessee leases all of any renewal or extension the Building in its entirety from Sublessor, Sublessee's termination option set forth in Paragraph 37 (b) hereto shall become null and void and of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceno further force and effect.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease “First Offer Space” shall mean all or sublet any part of the Leased Premises and is then in actual occupancy balance of the entire Leased Premises12th floor of the Building (subject to the exclusions in Section 1.01) (which area contains, and (iv) Tenant’s financial condition meets in the financial criteria Landlord requires aggregate, the total square feet of Net Rentable Area set forth for the Expansion Premises in the Basic Lease Information Section of this Lease), which Landlord from time to time determines is available for lease to a third party, in such location and configuration as may be designated by Landlord. If Tenant does not timely exercise the Initial Expansion Right under Section 2.01(c), then Landlord shall, before entering into the next lease of such space, if, at any time First Offer Space with a third party during the Termfive-(5)-year period commencing on March 1, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available 2013 (the “Offered SpaceROFO Period”), set forth advise Tenant of the economic and other material terms and conditions on under which it Landlord is willing to lease the Offered Spacesuch First Offer Space to Tenant (“Landlord’s Notice”), which may include shall be for a term whose expiration date that is not coterminous co-terminus with the Term applicable to of this Lease (as the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon same may have the one time right and option to lease the Offered Space for a minimum of been extended under Section 9.01) provided that at least three (3) years on remain in the Terms by delivering notice Term of this Lease (as the same may have been extended under Section 9.01) after the scheduled rent commencement date for such First Offer Space. In no event shall this Section 9.02 apply to Landlord any First Offer Space available for delivery within the last three (3) business days years of the Term (as the same may have been extended under Section 9.01). Within ten (10) Business Days after receipt a Landlord’s Notice is given, Tenant may, by written notice delivered to Landlord, either (a) agree to lease the First Offer Space described in Landlord’s Notice, in its entirety only, for Tenant’s own use on the terms and conditions set forth in Landlord’s Notice, (b) offer to lease such First Offer Space for its own use at a Net Rent rate specified in Tenant’s response and otherwise on the other terms and conditions set forth in Landlord’s Notice, or (c) decline to lease such First Offer Space. Tenant’s notice under clause (a) or (b) must be unconditional and irrevocable in order to be effective. The failure by Tenant to timely respond as aforesaid shall be deemed Tenant’s rejection of Landlord’s notice, time being of the essenceNotice under clause (c). If Tenant elects declines to lease the Offered Space, it shall, within fifteen such First Offer Space (15or is deemed to reject Landlord’s Notice) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodaforesaid, then Tenant shall have no further rights under this section with respect to such First Offer Space. However, if Tenant timely offers to lease the Offered First Offer Space in accordance with clause (b) above and Landlord does not accept such offer by Tenant, then Landlord shall deliver to Tenant a new Landlord’s Notice prior to entering into the next lease of such First Offer Space during the ROFO Period at an effective Net Rent rate (taking into account, among other things, the Net Rent rate, term length, any free rent or other financial concessions, and discount factor, all as determined by Landlord) that is equal to or less than that specified in Tenant’s offer. If Tenant timely accepts Landlord’s Notice (or if Landlord accepts Tenant’s offer) for a First Offer Space under the preceding paragraph, the First Offer Space in question shall, subject to the following paragraph below and without further action by the parties, be leased by Tenant on the accepted terms and otherwise on all of the terms of the Lease in effect immediately prior to such expansion that are not inconsistent with the terms set forth in Landlord’s Notice, provided that, at Landlord’s request, Landlord and Tenant shall promptly execute and deliver an amendment to the Lease confirming such expansion of the Leased Premises, the accepted rental rate and other terms, and the estimated date on which the Leased Premises are to be expanded pursuant to this Section with a provision for establishing the effective date of such expansion based on actual delivery. If Tenant timely accepts Landlord’s Notice (or if Landlord accepts Tenant’s offer) under the preceding paragraph, Landlord shall use reasonable efforts to deliver the First Offer Space on or before the estimated delivery date, but Landlord’s failure to deliver, or delay in delivering, all or any part of the First Offer Space, for any reason, shall not give rise to any liability of Landlord, shall not alter Tenant’s obligation to accept such space when delivered, shall not constitute a default of Landlord, and Landlord shall not affect the validity of the Lease. Notwithstanding any provision of this Section to the contrary, Tenant’s rights under this Section shall be free void, at Landlord’s election, if (i) Tenant is in default hereunder, after any applicable notice and cure periods have expired, at the time Landlord would deliver a Landlord’s Notice to Tenant, or at the time Tenant elects to lease any First Offer Space under this Section, or all at the time any First Offer Space would be added to the Leased Premises, or (ii) any assignment or sublease(s) totaling more than 5,000 square feet of the Net Rentable Area of the Leased Premises in the aggregate under Section 4.06 has been entered into prior to either such date (other than a sublease or assignment to an Affiliate or any office-sharing arrangements with Tenant Related Parties in compliance with Section 4.06), or Tenant (including its Affiliate and Tenant Related Parties under Section 4.06) otherwise does not occupy the entire Leased Premises (other than up to 5,000 square feet of Net Rentable Area) as of such Offered Space date. Tenant’s rights under this Section are personal to a third party or parties from time the Tenant originally named in this Lease, together with any Affiliate of such Tenant to time on such terms and conditions as it which this Lease may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceassigned under Section 4.06.

Right of First Offer. Provided that Before the Company shall issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange any Equity Securities to one or more Persons, the Company shall, in each case, first offer (ithe “Offer”) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of to sell such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available Equity Securities (the “Offered SpaceSecurities”)) to each Qualified Holder and each other holder of at least 700 shares of Common Stock, set forth the terms (determined on an “as if converted” basis and conditions on which it is willing subject to lease the Offered Spaceequitable adjustment whenever there shall occur a stock dividend, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premisesstock split, and the date on which such Offered Space is expected to be available combination, reorganization, recapitalization, reclassification or other similar event) (collectively, the “TermsOfferees”)) up to a Pro Rata number of shares of Offered Securities, at a price and on such other terms as applicable to such issuance, sale or exchange of Offered Securities. Tenant The Company shall thereupon have provide a written notice (the one time right and option to lease the Offered Space for a minimum of three (3“Offer Notice”) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essenceOffer to each Offeree, which may accept the Offer by providing a written notice of acceptance of the Offer to the Company within ten (10) days of delivery of the Offer Notice. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall any Offeree does not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease purchase any or all of its Pro Rata portion of the Offered Securities, the other Offerees shall have the right to purchase such portion until all of the Offered Space Securities are purchased or until such other Offerees do not desire to a third party or parties from time purchase any more Offered Securities. In the event that the Offer is not accepted by all Offerees, the Company shall have ninety (90) days, commencing on the tenth (10th) day following delivery of the Offer Notice, in which to time on sell the Offered Securities with respect to which an Offer was accepted. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Offer Notice. If at the end of such 90-day period the other Persons have not completed the purchase of all the Offered Securities, the provisions of this Section 3.3 shall continue to be in effect. Concurrently with the sale of the Offered Securities to the other Persons, the Offerees shall purchase, and the Company shall sell to the Offerees, that number of Offered Securities specified in the notices of acceptance of the Offerees, upon the terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is specified in the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceOffer.

Right of First Offer. Provided that (ia) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) shall have a continuing "RIGHT OF FIRST OFFER" until the Tenant named herein has not assigned this Lease or sublet any part end of the Leased Premises and is then 42nd month after the LCD (the "42 MONTH PERIOD") to rent from Landlord any other space in actual occupancy the 2000 Building subject to the rights of the entire Leased Premisescurrent tenants ("FIRST OFFER SPACE"), and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, ifas hereafter provided. If, at any time during and from time to time, prior to the Term, those certain spaces known as Suite 340, 360, end of the 42nd Month Period (time being of the essence and 370 is or will be “available for lease” and Landlord desires not being subject to lease such spaceForce Majeure), Landlord shall receive a BONA FIDE offer from a third party to lease any of the First Offer Space, which offer Landlord shall desire to accept, or if any First Offer Space becomes vacant, Landlord shall, before accepting any such offer, and Landlord may, if such space becomes vacant, promptly notify Tenant. Xxxxxxxx’s Tenant that such offer or vacancy exists and such notice shall identify indicate the space available name and business of such third party or such vacancy (the “Offered Space”"First Offer Notice"). Tenant may, set forth the terms and conditions on which it is willing thereafter, elect to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered First Offer Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms in question by delivering giving notice to Landlord within three thirty (330) business days after from the receipt of the First Offer Notice from Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease exercise the Right of First Offer within such 15-the aforesaid thirty (30) day period, then Tenant shall have no further rights under this section with respect to the Offered Spaceparty referred to in the First Offer Notice, if Landlord leases such space to such party the Right of First Offer shall lapse. If Landlord does not lease such space to the party referred to in the First Offer Notice within one year of the expiration of the thirty (30) day period, Tenant shall thereafter have a Right of First Offer for such space at the then quoted market rates and Landlord shall be free to lease any or all of terms (as such Offered Space to a third party or parties rates and terms are revised, if at all, from time to time on time), as such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceare being offered by Landlord.

Right of First Offer. Provided (a) Commencing immediately after the consummation of the Distribution, and prior to the second anniversary of the Distribution Date, Harcourt General shall not, and shall not permit any Subsidiary to, sell, exchange or transfer ("Transfer"), other than to a direct or indirect wholly owned Subsidiary of Harcourt General, Neiman Marcus or pursuant to a bona fide merger, tender offer, exchange offer, consolidation or other similar transaction in which the opportunity to Transfer shares is made available on the same basis to all holders of Class A Common Stock, a number of shares of Class A Common Stock in any 60-day period representing 5% or more of the outstanding shares of Class A Common Stock and Class B Common Stock, taken together, unless Harcourt General shall have given to Neiman Marcus at least ten days' prior written notice (the "Right of First Offer") that it or its Subsidiary is considering effecting such a Transfer (a "Transferor's Notice"). Such notice shall state (i) Tenant is not then in default under this Lease, the number of shares of Class A Common Stock that Harcourt General or its Subsidiary may Transfer (the "Offered Securities") and (ii) this Lease is then in full force and effectthe price, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, ifif applicable, at any time during which Harcourt General or its Subsidiary would be willing to Transfer the TermOffered Securities, those certain spaces known as Suite 340, 360, and 370 is other than in a "block trade" or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available other public offering (the “Offered Space”a "Public Sale"), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space including to a third party (the "Private Price"), and/or if Harcourt General or parties from time its Subsidiary anticipates the possibility of a Transfer of such shares in a Public Sale, a statement to time such effect. Upon receipt of the Transferor's Notice, Neiman Marcus, acting through its Board of Directors, shall have ten days (the "Offer Period") to elect to purchase the Offered Securities at a price in cash equal to (x) the Private Price or (y) if no Private Price has been stated by Harcourt General, the closing price on such terms and conditions as it may deem appropriatethe New York Stock Exchange Composite Transactions Tape (the "NYSE Tape") on the trading day immediately preceding the date of the Transferor's Notice. Space The foregoing Right of First Offer shall not be deemed apply to be “available any Transfer for lease” if such space is the subject shares of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant stock or other occupant of any Offered Space.property, so long as the

Right of First Offer. Provided As of the date hereof, certain space on the third floor of the Building is leased to parties other than Tenant (the “Existing Tenants”) through one or more leases with Landlord. Such existing leases and the terms thereof, including, but not limited to, the original terms thereof, options to extend the terms thereof, any expansion options and any amendments thereto are hereinafter called the “Existing Leases.” Subject to the Existing Leases and the rights of the Existing Tenants thereunder, and subject to Landlord’s right, in its sole and absolute discretion, to extend the term of any of the Existing Leases or enter into new leases with any of the Existing Tenants for all or any portion of the space on the third floor of the Building (regardless of whether the Existing Leases provide to the Existing Tenants any such right to extend or enter into such new leases), all of which rights are prior to the rights of Tenant under this Section, and provided that at the time any such space (the “Available Space”) becomes “available for reletting” (it being agreed that Landlord shall have the right to determine when the Available Space is “available for reletting” in its sole and absolute discretion, but that in no event shall Landlord determine that any Available Space is available for reletting more than twelve (12) months prior to the expiration or earlier termination of the existing lease of the Available Space) (i) Tenant is not then no “Event of Default” (as defined in default under this Section 7.1 of the Lease) exists and there have been no more than two (2) Events of Default during the Term, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet all or any part portion of the Leased Premises and is then in actual occupancy exterior window lined portion of the entire Leased PremisesPremises (other than an assignment or subletting permitted under Section 5.6.1 of the Lease), and (iviii) Tenant’s financial condition meets the financial criteria this Lease is still in full force and effect, then Landlord requires for the agrees not to enter into a lease or leases to relet all or any portion of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires Available Space without first giving to Tenant an opportunity to lease such spacespace for the Annual Market Rent (as hereinafter defined). The Annual Market Rent shall be the annual fair market rent for the Available Space as of the date when the same becomes so available for reletting and shall be determined by Landlord in its sole and absolute discretion. When such Available Space becomes available for reletting, Landlord shall notify Tenant. Xxxxxxxx’s notice Tenant of the availability of the Available Space and shall identify advise Tenant of the space available (the “Offered Space”), set forth the Annual Market Rent and other business terms and conditions on upon which it Landlord is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Available Space is expected to be available (collectively, the “TermsLandlord’s Offer Notice”). If Tenant wishes to exercise Tenant’s right of first offer, Tenant shall thereupon have the one time right and option do so, if at all, by giving Landlord notice of Tenant’s desire to lease the Offered entire amount of such Available Space for a minimum (it being agreed that Tenant has no right to lease less than the entire amount of three (3the Available Space which is so available) years on the Terms by delivering notice to Landlord terms provided herein within three fifteen (315) business days after receipt of Landlord’s noticeOffer Notice, time being of the essence. If Tenant elects shall give such notice the same shall constitute an agreement to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment instrument in writing to this Lease on a form prepared by Landlord incorporating the Offered lease such Available Space as part within thirty (30) days thereafter upon all of the Leased Premises subject same terms and conditions in the Lease except for the provisions of this Section, the Annual Fixed Rent which shall be equal to the Terms for a minimum of three years Annual Market Rent as quoted by Landlord, such other business terms set forth in Landlord’s Offer Notice as aforesaid and those provisions which are inappropriate to the Termination Right as provided for in Section 2.N. below shall be null and voidbusiness agreement. If Tenant shall not elect to lease the Offered Space so exercise such right within such 3-business day period, or fails to enter into time being of the essence in respect of such an amendment to this Lease within such 15-day periodexercise, then except as set forth below, Tenant shall have no further rights under this section right of first offer hereunder with respect to the Offered Space, such Available Space and Landlord shall be free to enter into a lease any or all leases of such Offered Available Space to a third party or parties from time to time on such portions thereof with another prospective tenant or tenants upon terms and conditions as it Landlord shall in its sole and absolute discretion determine, which terms may deem appropriateinclude rights or options to extend the term or to expand the size of the premises under such lease or leases, provided, however, (i) if Landlord proposes to lease the Available Space at an annual fixed rent that is less than ninety percent (90%) of the Annual Market Rent contained in Landlord’s Offer Notice, or (ii) if Landlord leases the Available Space with such tenant or tenants and the term of the applicable lease or leases expires prior to expiration of the Term of this Lease, then the terms of this Section shall continue to apply to such Available Space. If Tenant shall exercise any such right of first offer and if, thereafter, the then occupant of the Available Space with respect to which Tenant shall have so exercised such right wrongfully fails to deliver possession of such Available Space at the time when its tenancy is scheduled to expire, commencement of the term of Tenant’s occupancy and lease of such Available Space, and Tenant’s obligations to pay rent under the Lease shall, in the event of such holding over by such occupant, be deferred until possession of the Available Space is delivered to Tenant and Landlord shall use reasonable efforts and due diligence (which shall be limited to the commencement and prosecution thereafter of eviction proceedings but which shall not require the taking of any appeal) to evict such occupant from such Available Space and to deliver possession of such Available Space to Tenant as soon as may be practicable. The failure of the then occupant of the Available Space to so vacate shall not constitute a default or breach by Landlord and shall not give Tenant any right to terminate the Lease, this Fourth Amendment or its acceptance of the offer to lease the Available Space contained in Landlord’s Offer Notice, or to deduct from, offset against or withhold Annual Fixed Rent, Additional Rent or other charges due under the Lease or this Fourth Amendment (or any portions thereof), except as expressly provided in the next sentence of this Section and except that, as stated above, commencement of the term of Tenant’s occupancy and lease of such Available Space, and Tenant’s obligations to pay rent under the Lease shall, in the event of such holding over by such occupant, be deferred until possession of the Available Space is delivered to Tenant. If Landlord shall have failed to provide Tenant with such access and sole occupancy to the Available Space on or before the date that is ninety (90) days after the proposed commencement date of the term for the Available Space as set forth in Landlord’s Offer Notice (the “Outside Delivery Date”) (which date shall be extended automatically for such periods of time as Landlord is prevented from providing the same by reason of Force Majeure (it being agreed said Force Majeure shall not include delay attributable to any existing tenant’s wrongful failure to deliver possession of the Available Space, as more particularly described above) or any act or failure to act of Tenant which interferes with Landlord’s ability to provide such access, without limiting Landlord’s other rights on account thereof), Tenant shall have the right to revoke its acceptance of Landlord’s offer to lease the Available Space contained in Landlord’s Offer Notice, by giving notice to Landlord of Tenant’s desire to do so before such access is provided to Tenant within the time period from the Outside Delivery Date (as so extended) until the date which is thirty (30) days subsequent to the Outside Delivery Date (as so extended); and, upon the giving of such notice, Tenant’s acceptance of Landlord’s offer shall be deemed revoked and Tenant shall be deemed to have declined to exercise its right of first offer with respect to the Available Space, without further liability or obligation on the part of either party unless, within thirty (30) days after receipt of such notice, Landlord provides such access to Tenant; and such right of revocation shall be “available Tenant’s sole and exclusive remedy for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any Landlord’s failure to deliver provide access within such space as a result of any holdover tenant or other occupant of any Offered Spacetime.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria If Landlord requires for the lease of such space, ifshould, at any time during the Termterm of this Lease, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires elect to lease such spacesell the Premises, Landlord shall notify Tenant. Xxxxxxxxsend written notice to Tenant notifying Tenant of Landlord’s notice shall identify the space available intention to sell (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “TermsNotice”). Upon receipt of Notice, Tenant shall thereupon have the one time right and option to lease the Offered Space right, for a minimum period of ninety (90) days, to elect to purchase the Premises, together with the property described on Exhibit B attached hereto, for a purchase price in an amount equal to the sum of (i) $356,000.00 plus (ii) $12,000.00 for each Dec. 31st that has passed prior to the closing of the sale of the Premises, commencing with December 31, 2003, plus (iii) any rent that is unpaid at the time of closing, with rent to be prorated to the closing date, by delivering a written acceptance of the Notice to Tenant (“Acceptance”). Upon delivering Acceptance to Landlord within the ninety (90) period as aforesaid, Tenant shall have up to twelve (12) months after the date of the Notice to close on the purchase of the Premises. This Right of First Offer shall be void and deemed waived by Tenant if Tenant is in default of this Lease beyond any applicable cure period, and shall terminate upon the termination of this Lease. Further, Tenant’s right to purchase the Premises and the property described on Exhibit B pursuant to this Right of First Offer shall expire three (3) years on months after delivery of Notice if Tenant does not deliver Acceptance within the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, month time being of the essenceperiod described above. If Tenant elects exercises this right of first offer, Landlord will convey good and merchantable title to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment Premises by Quitclaim Deed and the parties agree to this Lease close on a form prepared date specified by Landlord incorporating the Offered Space as part Tenant that is within twelve (12) months of the Leased Premises subject to date of the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceNotice.

Right of First Offer. Provided Subject and subordinate to the rights set forth in Section 5(h) of the Company's Subscription Agreement with Xxxxxxxx International Limited dated as of August 12, 1997, as amended, and to the rights of the holders of the Company's Series A-1 Preferred Stock, prior to any offer or sale by the Company of Common Stock (or any securities convertible into or exchangeable for Common Stock) during the one (1) year period following Closing (the "FIRST OFFER PERIOD"), the Company must first deliver to each Purchaser written notice describing the proposed issuance, including the terms and conditions thereof, and provide such Purchaser with an option (the "RIGHT OF FIRST OFFER") during the five (5) business day period following delivery of such notice to purchase up to its proportionate share (based on the number of Preferred Shares purchased by such Purchaser hereunder relative to the aggregate number of Preferred Shares purchased by the Purchasers hereunder) of the securities being offered on the same terms as contemplated by such issuance. In the event that such Purchaser either does not give notice within such five business day period that it intends to exercise the foregoing option or informs the Company in writing that it does not intend to participate in such issuance, the Company may offer to a third party the option to purchase up to, in the aggregate, the amount of securities which were declined by such Purchaser, on the same terms as were offered to such Purchaser; PROVIDED, HOWEVER, that any Purchaser that declines to exercise its option pursuant to a Right of First Offer shall have the right, upon delivery of notice thereof to the Company during such five business day period, to exchange the Preferred Shares then held by it for the securities being offered, on the same terms offered to such person or entity (an "EXCHANGE OPTION"). In the event that a Purchaser exercises its Exchange Option, the Company shall, at the same time that it issues the securities being offered to such person or entity, deliver to such Purchaser, in exchange for each Preferred Share (or securities received in exchange therefor if such Purchaser has previously exercised a Participation Option ("EXCHANGE SECURITIES")) then held by such Purchaser, the securities and any other consideration to be delivered to, and at the same purchase price to be paid by, such other person or entity; PROVIDED, HOWEVER, if such securities restrict in any way the conversion or exercise thereof, or the sale or resale of the underlying instruments issuable upon such conversion or exercise, and such restriction is based on the passage of time, appropriate provision shall be made so that such Purchaser shall be deemed to have held such securities for the same time period as such Purchaser has theretofore held such Preferred Shares and/or Exchange Securities, as the case may be. The value of each Preferred Share being exchanged by such Purchaser for the securities being offered shall be equal to the Liquidation Preference (as defined in the Certificate of Designation) for such Preferred Share or, with respect to Exchange Securities, the purchase price therefor plus accrued dividends or interest as the case may be. The Right of First Offer shall not apply to any transaction involving issuances of securities as consideration in a merger, consolidation, acquisition or sale of assets (in each case, the primary purpose of which is not to raise equity capital), or to a lender in connection with bank or equipment financing, or pursuant to a strategic partnership or joint venture which is formed for a bona fide commercial purpose, or as consideration for the acquisition of a business, product or license by the Company or in connection with the exercise of options by employees, directors or consultants. The Right of First Offer also shall not apply to (i) Tenant is not then the issuance of Common Stock in default a transaction pursuant to a firm-commitment underwritten public offering (other than an offering conducted pursuant to Rule 415 under this Leasethe Securities Act), (ii) this Lease is then in full force and effectthe issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (iii) securities outstanding or issuable under the Tenant named herein has not assigned this Lease Company's Subscription Agreement with Xxxxxxxx International Limited ("XXXXXXXX") dated as of August 12, 1997, as amended, or sublet any part under the Company's Exchange Agreement with Xxxxxxxx dated as of the Leased Premises and is then in actual occupancy of the entire Leased PremisesNovember 17, and 1997 or (iv) Tenant’s financial condition meets the financial criteria Landlord requires grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan or similar equity incentive plan or arrangement for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being benefit of the essence. If Tenant elects to lease the Offered SpaceCompany's employees, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, directors or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceconsultants.

Right of First Offer. Provided that that: (i) Tenant Sublessee is not then in default under this Leasehereunder beyond any applicable notice and cure period, (ii) Sublessee has not been in default under the terms of this Lease is then in full force and effectSublease more than two (2) times during the Term of this Sublease, (iii) the Tenant named herein Sublessee has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased PremisesSublease (except pursuant to a Permitted Transfer), and (iv) Tenant’s financial condition meets Sublessee has not sublet more than forty percent (40%) of the financial criteria Landlord requires for Sublet Space (except pursuant to a Permitted Transfer) and Sublessee and or a transferee pursuant to a Permitted Transfer are in physical possession of at least sixty percent (60%) of the lease of Sublet Space, then if Sublessor determines, in Sublessor's sole and absolute discretion, that Sublessor shall no longer occupy space in the Premises, then prior to making such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available to any other parties for sublease, Sublessor shall provide Sublessee with written notice thereof (the “Offered Space”"Space Availability Notice"), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date terms on which Sublessor intends to make the premises available for subletting. If Sublessee provides Sublessor with written notice (the "Acceptance Notice") within five (5) business days of the date of the Space Availability Notice of Sublessee's agreement to such Offered subletting terms, then the parties shall enter into an amendment of this Sublease within five (5) business days after the date of the Space is expected to be available Availability Notice (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three or five (3) years on the Terms by delivering notice to Landlord within three (35) business days after receipt of the draft amendment, if later), subject to Landlord’s notice's consent under the Master Lease, time being pursuant to Sublessee's occupancy of such additional space shall be on all of the essenceterms and conditions of this Sublease, except that: (a) the Rent Commencement Date shall be the date specified in the Space Availability Notice, (b) the Base Rent for such space shall be the "Fair Market Rental Value" therefore, as defined and determined in accordance with the terms of Section 4.5.2.1 of the Master Lease, and (c) the Security Deposit and Sublessee's Share shall be adjusted accordingly. If Tenant elects Sublessee fails to lease deliver the Offered SpaceAcceptance Notice, it shall, within fifteen (15) business days after such election, enter into or deliver an executed amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodabove, then Tenant Sublessor shall have no further rights under this section with respect the right to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if market such space is on economic terms not less than 90% of the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceterms set forth in the Space Availability Notice.

Right of First Offer. If Tenant does not exercise its expansion option during the Initial Expansion Option Term, as same may be extended as aforesaid, Landlord or its successors and assigns with respect to the Expansion Land shall have the right to construct a building (the "New Building") on the Expansion Land at such time and of such size, up to 200,000 square feet, as Landlord or its successors or assigns may determine in its or their sole discretion. Provided that if (i) no Event of Default then exists, (ii) there has been no material adverse change in Tenant's financial condition, comparing the time the Lease is executed and the time that Tenant exercises the expansion option, (iii) Tenant is not then in default under this Leaseits covenants with its then current lenders, if any (ii) this Lease is then which defaults have not been waived in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premiseswriting by such lenders), and (iv) Tenant’s financial condition meets the financial criteria New Building is not constructed for occupancy solely by the then owner of the Expansion Land, Landlord requires agrees prior to entering into the first lease for space in any such New Building to give Tenant written notice specifying the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or terms upon which Landlord will be “available for lease” and Landlord desires offering to lease such space, Landlord shall notify Tenantspace in the New Building to third parties. Xxxxxxxx’s Such notice shall identify may be given prior to commencement of construction of the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”)New Building. Tenant shall thereupon will have the one time right and option to lease the Offered Space for a minimum period of three five (3) years on the Terms by delivering notice to Landlord within three (35) business days after receipt of such notice within within which to give Landlord written notice of Tenant's election to lease all or any part of the New Building which is not to be occupied by the then owner of the Expansion Land, upon the same terms and provisions specified in Landlord’s 's notice, time being provided that if Tenant does not elect to take the entire portion of the essenceNew Building that is available for lease to third parties, any remaining space available for lease to third parties must be of a size and configuration acceptable to Landlord from a marketing standpoint in Landlord's discretion. If Tenant so elects to accept the offer, Tenant will have a period of ten (10) additional calendar days following receipt from Landlord of a form of Lease including the business points relating to such space, and otherwise substantially incorporating the other provisions of this Lease generally applicable separately from said business points. In the event of failure of Tenant to se exercise the right to lease the Offered Spacesubject space hereunder or to so execute a new lease on such terms as aforesaid, it shallTenant will have no further rights to lease the space pursuant to this paragraph e. At the time that Tenant leases any space in the New Building, within fifteen (15) business days after such election, enter into Landlord and Tenant shall execute an amendment to this Lease on extending the initial Term for a form prepared by Landlord incorporating period such that it is coterminous with the Offered Space as part lease term of the Leased space in the New Building, in which case, (A) the commencement date of the first five-year extension under Section 2.04 of the Lease shall begin upon the expiration of the initial Term of the Lease (as extended in accordance with this sentence) and (B) the Base Rent payable for the Premises subject during each Lease Year (defined below) Tenant JJ Landlord JH 38 of the extended portion of the initial Term shall be equal to the Terms for a minimum product of three years the previous Lease Year's Base Rent and 1.03, as determined at the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within beginning of each such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.Year

Right of First Offer. Provided that Sub-subtenant shall have a right of first offer (ithe "Right of First Offer") Tenant is not then to sub-sublease, at its option, any additional premises in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part Building subleased by Sub-sublessor as of the Leased Premises date hereof that Sub-sublessor wishes to sub-sublet during the term hereof ("Additional Space"). Sub-sublessor shall notify Sub-subtenant of its intent to sub-sublet Additional Space (the "Notice") as well as the number of square feet proposed to be sub-sublet, and is Sub-subtenant shall have ten (10) days to exercise the Right of First Offer. If Sub-subtenant does not notify Sub-sublessor in writing of its election to exercise the Right of First Offer within such ten (10) day period, then in actual occupancy Sub-subtenant shall be deemed to have waived the Right of First Offer with respect to the Additional Space of which it has been notified. If Sub-subtenant exercises the Right of First Offer, Sub-subtenant shall sub-sublease from Sub-sublessor the entire Leased Premises, and (iv) Tenant’s financial condition meets Additional Space described in the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth Notice on the terms and conditions on which it is willing to lease set forth in this Agreement, except that the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section Basic Rent payable with respect to the Offered Space, and Landlord Additional Space shall be free to lease any or all the amount of such Offered Space to a third party or parties from Basic Rent per rentable square foot being paid for the Demised Premises by Sub-sublandlord at the time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is Sub-subtenant exercises the subject Right of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceFirst Offer.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, If at any time during the Term, those certain spaces known Landlord shall desire to lease any space on the 10th Floor of the Building (any such space is herein referred to as Suite 340a “ROFO Space”) to a third party other than (i) the existing tenant or occupant of any such space, 360, and 370 is or will be “available for lease” and Landlord desires (ii) a Person then having a pre-existing right to lease such spacespace (clauses (i) and (ii) shall be referred to as “Pre-Existing Rights”), Landlord shall notify Tenantfirst give Tenant notice (“Landlord’s ROFO Notice”) of the availability of the ROFO Space (specifically describing the ROFO Space) which Landlord desires in good faith to lease and the financial and material business terms and conditions upon which Landlord intends to offer to lease such ROFO Space to a third party. XxxxxxxxLandlord’s ROFO Notice shall be deemed to be an irrevocable offer to lease the ROFO Space to Tenant and Tenant shall have the option, exercisable by written notice shall identify to Landlord given within ten (10) Business Days after the space available (date of Landlord’s ROFO Notice to lease the “Offered Space”), set forth ROFO Space specified in Landlord’s ROFO Notice upon the terms and conditions on which it contained therein (“Right of First Offer”), provided that, at any time the Right of First Offer Option is willing exercised and at any time thereafter, this Lease shall be in full force and effect, and no Event of Default shall exist, and Tenant shall occupy the entire Premises. Except as otherwise provided in this Article and in the Landlord’s ROFO Notice, the ROFO Space described in Landlord’s ROFO Notice shall be leased upon the same terms and conditions in effect under this Lease, as may be amended from time to lease the Offered Spacetime, which may include a term whose expiration date is not coterminous with the Term except that any economic concessions or inducements applicable to the Leased Premises, and including without limitation, any rent abatement or any tenant improvement or construction allowances, shall not be applicable to the date on which ROFO Space, except if such Offered Space is expected to be available (collectively, concessions or inducements are included in the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essenceROFO Notice. If Tenant elects exercises its Right of First Offer, Landlord shall prepare an amendment (the “Offering Amendment”) adding the applicable ROFO Space to lease the Offered SpacePremises on the terms set forth in Landlord’s ROFO Notice and reflecting the changes in the Gross Rent, it shallrentable square footage of the Premises, Tenant’s Tax Share, Tenant’s Operating Share and other appropriate terms. A copy of the Offering Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Exercise by Tenant of its Right of First Offer, and Tenant shall execute and return the Offering Amendment to Landlord within fifteen (15) business days after such electionthereafter, enter into but an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part otherwise valid exercise of the Leased Premises subject Right of First Offer shall be fully effective whether or not the Offering Amendment is executed. Tenant shall be deemed to have waived its rights under this Article with respect to the Terms for a minimum of three years and ROFO Space described in Landlord’s ROFO Notice, Landlord shall have the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect absolute right to lease the Offered ROFO Space within such 3-business day period, or fails specified in Landlord’s ROFO Notice to enter into such an amendment to this Lease within such 15-day period, then any other Person and Tenant shall have no further rights under this section with respect to such ROFO Space. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its Right of First Offer, but failed to provide Landlord with a Notice of Exercise within the ten (10) day period provided above, and (ii) Landlord does not enter into a lease for the ROFO Space within a period of one (1) year following the date of Landlord’s ROFO Notice. Tenant shall once again have a Right of First Offer with respect to such ROFO Space. In addition, Tenant shall once again have the Right of First Offer with respect to the Offered SpaceROFO Space if, and within such twelve (12) month period, Landlord shall be free proposes to lease any or all of such Offered the ROFO Space to a third party or parties from time prospective tenant on terms that are substantially different than those set forth in Landlord’s ROFO Notice. For purposes hereof, the terms offered to time on such terms and conditions as it may deem appropriate. Space a prospect shall not be deemed to be substantially the same as those set forth in Landlord’s ROFO Notice as long as there is not more than a seven and one-half percent (7.5%) reduction in the “available for leasebottom line” if cost per rentable square foot of the ROFO Space to the prospect when compared with the “bottom line” cost per rentable square foot under Landlord’s ROFO Notice, considering all of the economic terms of both deals, respectively, including, without limitation, the length of term, the net rent, any tax or expense escalation or other financial escalation and any financial concessions. Notwithstanding anything herein to the contrary, Tenant’s Right of First Offer is subject and subordinate to the expansion rights (whether such space is the subject rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any renewal tenant of the Building existing on the date hereof, as set forth in Exhibit N annexed hereto and made a part hereof. The Right of First Offer granted in this Article 27 is personal to the originally named Tenant and under no circumstances whatsoever shall any assignee or extension sublessee of an expiring lease Tenant have any right to exercise the right of first offer granted herein (other than a Related Entity under a complete assignment of this Lease). Tenant’s rights under this Article 27 shall be null and void and of no further force or effect if (i) this Lease or Tenant’s right to possession of the Premises is terminated, (ii) Tenant assigns any of its interest in this Lease (other than to a Related Entity under a complete assignment of the Lease) or sublets more than the greater of (i) one-third ( 1/3) of the aggregate rentable area of the Premises (not including the Storage Space) or (ii) one (1) full floor of the Premises (not including the Storage Space) (other than to a Related Entity), or (iii) Tenant fails to timely exercise its option under this Article 27, time being of the essence with a then existing tenant. Landlord shall not be liable respect to Tenant for any failure Tenant’s exercise of this Right of First Offer and with respect to deliver such space as a result of any holdover tenant or all other occupant of any Offered Spacetime frames set forth in this Article 27.

Right of First Offer. Provided that Landlord hereby grants to the original Tenant set forth in this Lease (the "Original Tenant") and any Permitted Transferee Assignee, a one-time right of first offer (the "Right of First Offer") with respect to "Available" office space in the Project and consisting of up to the entirety of one (1) full floor (the "First Offer Space"), on the terms and conditions set forth in this Section 1.3. The First Offer Space shall be located Building 2, unless First Offer Space in Building 2 is not Available at the time of Tenant's delivery of a "Request Notice", then Landlord shall designate the location of the First Offer Space within another office building in the Project, which other space shall be Available space with the earliest occurring anticipated date of delivery to Tenant. For purposes hereof, First Offer Space shall be "Available" if it is (i) Tenant unleased as of the date of Landlord's receipt of a "Request Notice", as that term is not then in default under this Leasedefined below, (ii) this Lease is not then in full force and effectsubject to any Superior Rights, (iii) not then the Tenant named herein has not assigned this Lease subject, in whole or sublet any part in part, of a lease proposal, letter of intent, term sheet, lease document delivered or received by Landlord within the ninety (90) day period immediately preceding Landlord's receipt of the Leased Premises and is then in actual occupancy of the entire Leased PremisesRequest Notice, and (iv) Tenant’s financial condition meets not then the financial criteria Landlord requires for subject, in whole or in part, of leasing negotiations (either orally or in writing) within the lease ninety (90) day period immediately preceding Landlord's receipt of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires Request Notice. Subject to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing of Section 1.2.7 below, such Right of First Offer shall be subordinate to lease any leases entered into by Landlord for the Offered Space, which may include First Offer Space prior to Landlord's receipt of a term whose expiration date is not coterminous with the Term applicable to the Leased PremisesRequest Notice, and subordinate to any lease (even if entered into by Landlord after receipt of a Request Notice) which lease pertains to four (4) full floors or more of a particular building in the date on which such Offered Space is expected to be available Project, including any expansion or must-take space (collectively, the “Terms”"Superior Leases") (including renewals and expansions of any such leases, irrespective of whether any such renewal are currently set forth in such leases or are subsequently granted or agreed upon, and regardless of whether such renewals are consummated pursuant to a lease amendment or a new lease). Tenant Such Right of First Offer shall thereupon have be subordinate to all expansion rights set forth in such Superior Leases, which rights relate to the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered First Offer Space, it shallincluding, within fifteen without limitation, any expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (15) business days after the "Superior Rights"). Notwithstanding any contrary provision in the lease of any Superior Right Holder, such election, enter into an amendment rights of any Superior Right Holder shall continue to this Lease on a form prepared by Landlord incorporating be Superior Rights in the Offered Space as part event that such Superior Right Holder's lease is renewed or otherwise modified (and irrespective of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for whether any such renewal is currently set forth in Section 2.N. below shall be null and void. If Tenant shall not elect to such lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Spaceis subsequently granted or agreed upon, and Landlord shall be free to lease any or all regardless of whether such Offered Space renewal is consummated pursuant to a third party lease amendment or parties from time a new lease). All such tenants of Superior Leases, are collectively referred to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space"Superior Right Holders".

Right of First Offer. Subject to any rights of first offer granted to tenants under existing leases at the Property, Landlord hereby grants Tenant a one time right of first offer with respect to space that is contiguous to the Leased Premises (the "First Offer Space"). Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, ifDefault hereunder, at any such time during that Landlord elects to actively market the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such spaceFirst Offer Space, Landlord shall notify Tenant. Xxxxxxxx’s give Tenant written notice shall identify the space available (the “Offered Space”), set forth of the terms and conditions on pursuant to which it Landlord is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable First Offer Space to the Leased Premises, and the date on which such Offered Space is expected to be available Tenant. Unless (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three a) within ten (310) years on the Terms by delivering notice to Landlord within three (3) business days after following receipt of Landlord’s notice's notice Tenant gives Landlord written notice accepting Landlord's proposed terms, time being of AND (b) within thirty (30) days following Tenant's notice or the essence. If parties' agreement to terms as described in (a), Tenant elects executes and delivers to lease Landlord the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered SpaceFirst Offer Space with terms substantially similar to this Lease (other than as to price), from and after such applicable date (the "Trigger Date") Landlord shall be free to lease any or all of such Offered the First Offer Space to any other person and on any terms, without any further obligation to Tenant; provided that if Landlord fails to enter into a third party or parties from time to time on such terms and conditions as it may deem appropriate. lease for the First Offer Space within 90 days of the Trigger Date, then the First Offer Space shall not again be deemed subject to be “available for lease” if such space is the subject right of first offer of Tenant as provided by this Section 15.15. Tenant acknowledges and agrees that the right of first offer and any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable other rights granted under this Section 15.15 are granted exclusively to Tenant for and not to any failure assignee or sublessee of Tenant; provided, however that the rights set forth herein shall, provided the same have not otherwise been previously terminated, be available to deliver any assignee of the entirety of Tenant's interest hereunder, provided such space as assignee is a result permitted assignee under and pursuant to Section 11.02 of any holdover tenant or other occupant of any Offered Space.this Lease. (SIGNATURES CONTAINED ON FOLLOWING PAGE)

Right of First Offer. Provided that Prior to the earlier of an initial Public Offering and the second anniversary of the Closing Date, if a Stockholder other than the Purchaser (ia “Selling Holder”) Tenant is not then in default under this Lease, (iidesires to make a Permitted Transfer pursuant to Section 2.1(a)(v) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease of all or sublet any part of the Leased Premises Covered Securities (except for the Escrowed Shares) owned by such Selling Holder, such Selling Holder shall give notice (the “Notice of Offer”) in writing to the Board of Directors and is then in actual occupancy to the Purchaser (i) designating the number of Covered Securities that such Selling Holder proposes to sell (the entire Leased Premises“Offered Shares”), and (ivii) Tenant’s financial condition meets specifying the financial criteria Landlord requires price (the “Offer Price”) and terms (the “Offer Terms”) upon which such Selling Holder desires to sell the same. During the 15 Business Day period following receipt of such notice by the Company and the Purchaser (the “Refusal Period”), such Selling Holder shall not be permitted to sell the Offered Shares. During the first seven Business Days of the Refusal Period, the Company shall have the right to purchase from the Selling Holder at the Offer Price and on the Offer Terms all, but not less than all, of the Offered Shares. If the Company shall not have exercised such right after seven Business Days, the Purchaser or any Affiliate or designee of the Purchaser, including any pooled investment vehicle organized by the managing member of the NCP Partnership or Childs or any of their respective Affiliates, shall have the same right of first offer for the lease remainder of such spacethe Refusal Period. The rights provided hereunder shall be exercised by written notice to the Selling Holder and the Company or the Purchaser, ifas the case may be, given at any time during the TermRefusal Period. If such right is exercised, those certain spaces known as Suite 340the Company, 360, and 370 is the Purchaser (or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available its Affiliate or designee) or Childs (the “Offered Space”or their respective Affiliates), set forth as the terms and conditions on which it is willing case may be, shall deliver to lease the Selling Holder payment of the Offer Price in accordance with the Offer Terms, against delivery of appropriately endorsed certificates or other instruments representing the Offered SpaceShares, which may include a term whose expiration date is not coterminous with provided that the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectivelyCompany, the “Terms”). Tenant shall thereupon have the one time right Purchaser and option to lease the Offered Space for a minimum of three Childs (3and their respective Affiliates) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed required to be “available consummate such purchase fewer than 30 Business Days from the date of acceptance of the offer. If the Company, the Purchaser and Childs (and their respective Affiliates) fail to exercise their right of first offer for lease” if such space is the subject Offered Shares during the Refusal Period or fail to consummate the purchase in accordance with the foregoing sentence, the Selling Holder shall have the right to sell the Offered Shares at a price and on terms no less favorable to the Selling Holder than the Offer Price and the Offer Terms, respectively, in accordance with the terms of any renewal or extension Section 2.1(a)(v) for a period of an expiring lease with 60 days following the end of the Refusal Period, at which point the Selling Holder must give a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result new Notice of any holdover tenant or other occupant of any Offered SpaceOffer.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein there has not assigned this Lease or sublet been an event of Default beyond any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, applicable cure periods at any time during the Lease Term, those certain spaces known (ii) the creditworthiness of Tenant is materially the same as Suite 340, 360or better than on the Commencement Date, and 370 is or will be “available for lease” (iii) Tenant named herein remains in possession of and Landlord desires has been continuously operating in substantially the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the First Offer Space, as defined below, Tenant shall have a Right of First Offer (the "First Offer") to lease such space, additional space in the Building (the "First Offer Space"). Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify Tenant in writing ("Landlord's Notice") that a request has been received from a perspective tenant to commence space planning for the available contiguous space available located within the Building containing approximately 10,000 rentable square feet of space, as more particularly depicted on Exhibit "A" (the “Offered "First Offer Space”), set forth ") before entering into a lease with a third party for such First Offer Space. Tenant shall have five (5) business days from its receipt of Landlord's Notice to deliver to Landlord a written acceptance agreeing to lease the First Offer Space on the terms and conditions on which it is willing contained in Landlord's Notice. In the event Tenant fails to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available notify Landlord of its acceptance within said five (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (35) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodfailure shall be conclusively deemed a waiver of Tenant's Right of First Offer and a rejection of the First Offer Space, then whereupon Tenant shall have no further rights under this section with respect to the Offered Space, First Offer Space and Landlord shall be free to lease any or all of such Offered the First Offer Space to a third party or parties from time to time party. In the event Tenant accepts the First Offer Space on such the terms and conditions as it may deem appropriate. specified in the Landlord's Notice, the term for the First Offer Space shall not be deemed coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the First Offer Space shall be thirty-six (36) months and the Term for the original Leased Premises shall be extended, to be “available coterminous with the term for lease” the First Offer Space. The Minimum Annual Rent for the First Offer Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the First Offer Space, provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the First 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 vicinity, provided, however, that in no event shall the Minimum Annual Rent during such space is extended term be less than the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant highest Minimum Annual Rent payable during the Lease Term for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethe original Leased Premises.

Right of First Offer. Provided In the event that (i) Tenant is not then in default under this Leaseeither the Equity Investor or the Owner Participant desires to, (ii) this Lease is then in full force and effectdirectly or indirectly, (iii) the Tenant named herein has not assigned this Lease sell, lease, convey or sublet any otherwise transfer all or part of its interest in the Leased Premises and is then in actual occupancy Owner Participant or the Member Interest, respectively (other than to an Affiliate of either of them or during the continuance of a Lease Event of Default) prior to the expiration of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Facility Lease Term, those certain spaces known as Suite 340, 360, and 370 is the Equity Investor or will be “available for lease” and Landlord desires the Owner Participant must first offer to lease sell such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify interest in the space available (Owner Participant or the “Offered Space”), set forth Member Interest to the Company on the terms and conditions on set forth in this Section 14.1. Such offer shall be made to the Company in the form of a proposed term sheet, which it is proposed term sheet shall include a statement of the price and all of the material terms, conditions and provisions upon which the Equity Investor or the Owner Participant would be willing to lease transfer its interest in the Offered Space, which may include a term whose expiration date is not coterminous with Owner Participant or the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”)Member Interest or any part thereof. Tenant shall thereupon The Company will thereafter have the one time right within a period of forty-five (45) days from and option after the receipt by the Company of such proposed term sheet to lease notify the Offered Space for Equity Investor or the Owner Participant of its irrevocable intent to exercise its right to purchase hereunder. If the Company elects to exercise the right provided in the preceding sentence, it will within forty-five (45) days of such notice execute a minimum of three (3) years contract on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such same terms and conditions as the offer giving rise to such right and will purchase the interest in the Owner Participant or the Member Interest, as the case may be, within ninety (90) days after such execution; provided, however, that such 90-day period shall be extended for an additional period not to exceed 180 days reasonably necessary to obtain any regulatory approvals that may be required to consummate such purchase. If the Company does not (i) give such notice to the Equity Investor or the Owner Participant within the forty-five (45) day period or (ii) does not execute such a contract within forty-five (45) days of such notice or (iii) cause such sale to occur within ninety (90) days after such execution (unless the failure to execute the contract within forty-five (45) days or cause such sale to occur within ninety (90) days is attributable to acts or omissions of the Owner Participant), the Owner Participant will be free to consummate such sale, lease, conveyance or transfer on such terms or on terms more favorable to the Equity Investor or Owner Participant, but may not consummate such transactions on terms materially less favorable, taken as a whole, to the Equity Investor or Owner Participant without first offering it may deem appropriate. Space to the Company (except that the Equity Investor or Owner Participant shall not be deemed required to be “available for lease” if make any representations to the Company with respect to matters regarding the Facility (even though such space is representations are being offered to a potential third party purchaser) other than the subject absence of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceOwner Lessor's Liens).

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part 35.1 Following Landlord’s first leasing of the Leased Premises and is then in actual occupancy Offer Space (as defined below) after the date of this Amendment, Tenant shall have a one-time right of first offer (the “Offer Right”) with respect to the entirety of the entire Leased Premisessecond (2nd) floor, and the third (iv3rd) floor, the fourth (4th) floor, the sixth (6th) floor and/or the ninth (9th) floor (each, an “Offer Space”). Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, Offer Right shall be exercised as follows: at any time during after Landlord has determined that an Offer Space has become Available (defined below), but prior to leasing such Offer Space to a party other than the Termexisting tenant thereto, those certain spaces known as Suite 340, 360, and 370 Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is or will be “available for lease” and Landlord desires prepared to lease such spaceOffer Space to Tenant. For purposes hereof, such Offer Space shall be deemed to become “Available” if, following Landlord’s first leasing of such Offer Space following the date of this Amendment, Landlord shall notify Tenantdetermines that the existing tenant of such Offer Space will not extend or renew the term of its lease, or enter into a new lease for such Offer Space and Landlord intends to offer such Offer Space for lease to the public. Xxxxxxxx’s Tenant may lease such Offer Space in its entirety only, under the terms set forth in the Advice, by delivering written notice shall identify the space available of exercise to Landlord (the “Offered SpaceNotice of Exercise”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part date of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day periodAdvice, or fails to enter into such an amendment to this Lease within such 15-day period, then except that Tenant shall have no further rights under this section such Offer Right and Landlord need not provide Tenant with an Advice with respect to the Offered such Offer Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.if:

Right of First Offer. (a) Provided that (i) Tenant no default has occurred and is not then in default under this Leasecontinuing, (ii) this Lease the creditworthiness of Tenant is then in full force reasonably acceptable to Landlord, and effect, (iii) the Tenant originally named herein has not assigned this Lease or sublet any part its Permitted Transferee remains in possession of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and subject to any rights of other tenants to the Offer Space (ivas defined herein) Tenant’s financial condition meets and Landlord's right to renew or extend the financial criteria lease term of any other tenant with respect to the portion of the Offer Space now or hereafter leased by such other tenant, Landlord requires shall, before entering into a lease with a third party for the lease of such space, if, at any time during space located in the Term, those certain spaces known Building contiguous to the Leased Premises as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify shown on the space available attached Exhibit E (the “Offered "Offer Space”"), set notify Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms and conditions on upon which it Landlord is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable Offer Space to the Leased Premises, and the date on which such Offered Space is expected to be available Tenant (collectively, the “Terms”"Landlord's Notice"). Tenant shall thereupon have the one time right and option five (5) business days from its receipt of Landlord's Notice to deliver to Landlord a written notice agreeing to lease the Offered Offer Space for a minimum of three (3) years on the Terms by delivering notice terms and conditions contained in Landlord's Notice ("Tenant's Acceptance"). In the event Tenant fails to deliver Tenant's Acceptance to Landlord within three said five (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business 5)­business day period, or fails to enter into such an amendment to failure shall be conclusively deemed a rejection of the Offer Space and a waiver by Tenant of this Lease within such 15-day periodright of first offer, then whereupon Tenant shall have no further rights under this section with respect to the Offered Space, Offer Space and Landlord shall be free to lease any or all of such Offered the Offer Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceparty.

Right of First Offer. Provided Lessor herein grants to Lessee the right of first offer to lease any space on the 11th floor which becomes available during the term of this lease. Promptly after Lessor becomes aware that (i) Tenant is not then in default under this Leaseany 11th floor space will become available, (ii) this Lease is then in full force and effectbut no earlier than 6 months before the space becomes available, (iii) the Tenant named herein has not assigned this Lease or sublet any part Lessor shall give Lessee written notice of the Leased Premises and is then in actual occupancy upcoming, availability. The notice shall contain an offer by Lessor to lease the space to Lessee for a base rent equal to 90% of the entire Leased Premisesfair market rental value of the space on the date of Lessor's offer to Lessee, determined in accordance with the second sentence of Paragraph 41(ii), for a term to expire on the date this lease expires, with a Base Year to be the calendar year in which the leasing of the space commences, and (iv) Tenant’s financial condition meets otherwise on substantially the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the same terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”)as are contained in this lease. Tenant Lessee shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business until 60 days after receipt of Landlord’s notice, time being of the essence. If Tenant elects receiving Lessor's offer to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease all or any portion of the Offered Space within offered space and to execute a binding lease therefor. If Lessee shall fail to timely make such 3-business day periodelection and execute such lease, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further Lessee's rights under this section with respect to the Offered Spacerefused space shall expire until the earlier of the date that is 6 months after the date of Lessor's offer with respect to the space, and Landlord provided Lessor shall be free to lease any or all of such Offered Space not have leased the space to a third party during the 6-month period, or parties from time the date when Lessor becomes aware that the space will once again become available, when Lessee's rights under this paragraph with respect to time on such terms and conditions as it may deem appropriate. Space the space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacerevive.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) If any space on the Tenant named herein has not assigned this Lease or sublet any part on the west side of Level 2 of the Leased Building contiguous to the Premises and is then in actual occupancy of shall become available for leasing during the entire Leased Premises, and Term (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of any such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Expansion Space”), set forth prior to offering such space to any party other than the then occupant of the Expansion Space or Cobham Advanced Electronics (which has rights thereto as of the date of this Amendment), then Landlord shall notify Tenant in writing of the terms and conditions on which it is willing Landlord in good faith intends to market the Expansion Space and offer to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Expansion Space to a third party or parties from time to time Tenant on such terms and conditions as shall be specified by Landlord (the “Offer Notice”), which Offer Notice shall: (a) describe the portion of the Expansion Space that at such time is available for leasing, (b) state the Basic Rent and other terms and conditions for the Expansion Space and the delivery date for such Expansion Space, and (c) state that the expiration of the Lease of such offered Expansion Space shall be coterminous with the Term of the Lease. Tenant may not exercise its right hereunder unless at least two (2) years remain in the Term of the Lease or, if two (2) years shall not remain in the Term, it may deem appropriatesimultaneously exercises an available option to extend the Term. Space shall not be deemed to be “available for lease” if leasing when such space is vacant or is scheduled to become vacant within nine (9) months or Landlord determines otherwise to market the space. Tenant may elect to lease the Expansion Space on the terms and conditions of the Offer Notice by giving Landlord notice of Tenant’s election to do so within fifteen (15) days after delivery of the Offer Notice, and, if Tenant timely gives such notice, the parties shall execute and deliver an amendment of this Lease incorporating the terms and conditions set forth in the Offer Notice. If Tenant shall fail to give notice of such election within such fifteen (15) day period, then Landlord may lease the Expansion Space to any party on any terms. If an Offer Notice is delivered for less than all of the Expansion Space, then the remaining portion of the Expansion Space shall continue to be subject to the terms of any renewal this right of first offer. This right of first offer is a one-time right only and shall be of no further force or extension of effect after Landlord has made an expiring lease with a then existing tenant. Landlord shall not be liable offer to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethe applicable space.

Right of First Offer. Provided If a Duke Shareholder or a Xxxxxxxx Shareholder (each, a "Shareholder") desires to Transfer all or any portion of its Corporation Interest (other than pursuant to a registered public offering) to a Person other than an Affiliate, then prior to effecting or making such Transfer, the Person desiring to make such Transfer (a "Transferring Entity") shall notify in writing the other Party or Parties that (i) Tenant is are not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part Affiliates of the Leased Premises and is then in actual occupancy Transferring Entity (whether one or more, the "Non-Transferring Entity") of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions upon which it proposes to effect such Transfer (which notice shall be herein referred to as a "Transfer Notice" and shall include all material price and non-price terms and conditions). The Non-Transferring Entity shall have the right to acquire all (but not less than all) of the Corporation Interest that is the subject of the Transfer Notice on the same terms and conditions as are set forth in the Transfer Notice. The Non-Transferring Entity shall have 30 days following delivery of the Transfer Notice during which to notify the Transferring Entity whether or not it desires to exercise its right of first offer. If the Non-Transferring Entity does not respond during the applicable period set forth above for exercising its purchasing right under this Section 4.1, such Non-Transferring Entity shall be deemed to have waived such right. If the Non-Transferring Entity elects to purchase all, but not less than all, of the Corporation Interest that is the subject of the Transfer Notice, the closing of such purchase shall occur at the principal place of business of the Corporation on the tenth day following the first date on which it all applicable conditions precedent have been satisfied or waived (but in no event shall such closing take place later than the date that is willing 60 days (subject to lease the Offered Spaceextension for regulatory approvals, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and but in no event more than 180 days) following the date on which such Offered Space is expected the Non-Transferring Entity agrees to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being purchase all of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space Corporation Interest that is the subject of the Transfer Notice). The Transferring Entity and the purchasing Non-Transferring Entity agree to use commercially reasonable efforts to cause any renewal applicable conditions precedent to be satisfied as expeditiously as possible. At the closing, (a) the Transferring Entity shall execute and deliver to the purchasing Non-Transferring Entity (or, at the option of the Non-Transferring Entity, to an Affiliate of the Non-Transferring Entity designated by the Non-Transferring Entity not less than five days prior to the closing) (i) an assignment of the Corporation Interest described in the Transfer Notice, in form and substance reasonably acceptable to the purchasing Non-Transferring Entity (or extension of an expiring lease with a then existing tenant. Landlord such Affiliate) and (ii) any other instruments reasonably requested by the purchasing Non-Transferring Entity to give effect to the purchase; and (b) the purchasing Non-Transferring Entity shall not be liable deliver to Tenant for any failure to deliver such space as a result of any holdover tenant the Transferring Entity the purchase price specified in the Transfer Notice in immediately available funds or other occupant consideration as specified in the Transfer Notice. If the Non-Transferring Entity does not elect to purchase the Corporation Interest pursuant to this Section 4.1, or having elected to so purchase such Corporation Interests fails to do so within the time period required by this Section 4.1, the Transferring Entity shall be free for a period of any Offered Space.180 days after the expiration of the offer period referred to above or the date of such failure, as applicable, to enter into a definitive written agreement with an unaffiliated third party regarding the Transfer of its Corporation Interest on terms and conditions that satisfy the following criteria:

Right of First Offer. Provided that So long as (i) Tenant has continuously occupied the Premises and is not then in default under the terms and conditions of this Lease as of the date Tenant notifies Landlord of Tenant’s desire to exercise its “Right of First Offer” (as defined below), and (ii) no event has occurred which but for the passage of time or the giving of notice, or both, would constitute a default under this Lease, (ii) during the Term of this Lease is then Tenant shall have a one-time right of first offer (the “Right of First Offer”) to rent any remaining portion of the 18th floor of the Building (the “ROFO Premises”) if the ROFO Premises becomes available during the Term, subject to the terms and conditions set forth below. Notwithstanding anything contained herein to the contrary, all or any portion of the ROFO Premises will not be considered available and subject to Tenant’s Right of First Offer if (x) any tenant of the Building occupying the ROFO Premises (a “Pre-existing Tenant”) pursuant to a lease in full force and effecteffect as of the date of this Lease has a right to extend or renew the term of its lease, (iiiy) Landlord and the Pre-existing Tenant named herein has not assigned agree to extend the term of such existing lease or enter into a new lease for all or any portion of the ROFO Premises, or (z) any other tenant in the Building having the right to lease or occupy all or any portion of the ROFO Premises as of the date of this Lease or sublet any part exercises its right to lease such portion of the Leased ROFO Premises and is then in actual occupancy (including any extension or renewal of such lease) if the entire Leased PremisesROFO Premises become available during the Term, and (iv) including after Tenant’s financial condition meets the financial criteria Landlord requires for the lease failure to exercise its Right of such space, if, at First Offer. At any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Term that Landlord desires to market or lease such spaceall or any portion of the ROFO Premises, Landlord shall will notify Tenant. XxxxxxxxTenant in writing (“Landlord’s notice shall identify Notice”) of Landlord’s intention to so market or lease the space ROFO Premises, together with the date when the ROFO Premises can be made available to Tenant (the “Offered SpaceAvailability Date”), set forth ) and the terms and conditions on upon which it Landlord is willing prepared to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which all or any portion of such Offered Space is expected to be available ROFO Premises (collectively, the “TermsROFO Premises Terms and Conditions”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three must then notify Landlord in writing within ten (310) years on the Terms by delivering notice to Landlord within three (3) business days after following Tenant’s receipt of Landlord’s noticeNotice whether Tenant desires to exercise its Right of First Offer. Tenant’s Right of First Offer may only be exercised as to the entire ROFO Premises. If Tenant declines to exercise its Right of First Offer or does not notify Landlord of Tenant’s election to exercise its Right of First Offer with respect to the ROFO Premises within said ten (10) day period, time being then Landlord may enter into a new lease with any third party with respect to such ROFO Premises and Tenant will be deemed to have [forever] waived its Right of First Offer with respect to the essenceROFO Premises. If Tenant elects to exercise its Right of First Offer and so notifies Landlord within such ten (10) day period, then Tenant will accept a lease of the Offered SpaceROFO Premises as of the Availability Date in its then “AS-IS” condition, it shallsubject to the ROFO Premises Terms and Conditions, and otherwise on the same terms and conditions contained in the Lease, except that (1) the Base Rent for the ROFO Premises will be the then prevailing market rental rate for buildings of a similar size and class located in the downtown Chicago area; (2) the term “Premises” for all purposes of this Lease will include the ROFO Premises, and (3) the numerator of Tenant’s Proportionate Share will increase by the amount of rentable square feet contained within fifteen the ROFO Premises. Tenant will commence paying Rent for the ROFO Premises on the earlier of the date Tenant takes occupancy of the ROFO Premises or one hundred twenty (15120) business days after such electionthe Availability Date. Within thirty (30) days after Tenant elects to exercise its Right of First Offer, Landlord and Tenant will enter into an amendment to this Lease on in order to incorporate the ROFO Premises Terms and Conditions and to otherwise conform such terms and provisions to this Lease. LANDLORD: ONE NORTH LASALLE PROPERTIES, LLC, a form prepared Delaware limited liability company By: /s/ Its: Authorized signer TENANT: xXXXXXXX.xxx, a Delaware corporation By: /s/ Xxxxxxxxxx X. Xxxxx Its: Senior Vice President EXHIBIT A OUTLINE OF PREMISES EXHIBIT B BUILDING RULES AND REGULATIONS The following rules and regulations will apply to the Premises, the Building and any appurtenances: Sidewalks, doorways, vestibules, halls, stairways, and other similar areas may not be obstructed by Landlord incorporating the Offered Space as tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Leased Premises subject Building. Plumbing fixtures and appliances may be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material may be thrown or deposited in such fixtures and appliances. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant. No signs, advertisements or notices may be painted or affixed on or to any windows or doors or other part of the Terms for a minimum Building without the prior written consent of three years Landlord. No nails, hooks or screws may be driven or inserted in any part of the Building except by Building maintenance personnel. No curtains or other window treatments may be placed between the glass and the Termination Right as provided Building standard window treatments. Landlord will provide and maintain an alphabetical directory for all tenants and key employees of Tenant in Section 2.N. below shall be null the main lobby of the Building. Landlord will provide all door locks in each tenant’s leased premises, at the cost of such tenant, and voidno tenant may place any additional door locks in its leased premises without Landlord’s prior written consent. If Tenant shall not elect Landlord will furnish to lease each tenant a reasonable number of keys to such tenant’s leased premises, at such tenant’s cost, and no tenant may make a duplicate. Movement in or out of the Offered Space within such 3-business day periodBuilding of furniture or office equipment, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any dispatch or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject receipt by tenants of any renewal bulky material, merchandise or extension materials which require use of an expiring lease with elevators or stairways, or movement through the Building entrances or lobby may be conducted under Landlord’s supervision at such times and in such a then existing tenantmanner as Landlord may reasonably require. Landlord shall not Each tenant assumes all risks of and will be liable for all damage to Tenant for any failure articles moved and injury to deliver persons or public engaged or not engaged in such space movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant. Landlord may prescribe weight limitations and determine the locations for safes and other heavy equipment or items, which will in all cases be placed in the Building so as to distribute weight in a manner acceptable to Landlord which may include the use of such supporting devices as Landlord may require. All damages to the Building caused by the installation or removal of any holdover tenant property of a tenant, or done by a tenant’s property while in the Building, will be repaired at the expense of such tenant. Corridor doors, when not in use, must be kept closed. Nothing may be swept or thrown into the corridors, halls, elevator shafts or stairways. No birds or animals may be brought into or kept in, on or about any tenant’s leased premises. No portion of any tenant’s leased premises may at any time be used or occupied as sleeping or lodging quarters. Tenant will cooperate with Landlord’s employees in keeping its leased premises neat and clean. Tenant will not employ any person for the purpose of such cleaning other than the Building’s cleaning and maintenance personnel. To ensure orderly operation of the Building, no ice, mineral or other occupant water, towels, newspapers, etc. may be delivered to any leased area except by persons approved by Landlord. Tenant may not make or permit any improper, objectionable or unpleasant noises or odors in the Building or otherwise interfere in any way with other tenants or persons having business with them. No machinery of any Offered Spacekind (other than normal office equipment) may be operated by any tenant on its leased area without Landlord’s prior written consent, nor may any tenant use or keep in the Building any flammable or explosive fluid or substance. Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant’s leased premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord.

Right of First Offer. Provided that (i) Tenant Lessee is not then in default under the Lease at the time it exercises this LeaseOption or at the commencement of the lease term with respect to the Option Space, (ii) and subject to the provisions of Paragraph 12 of this Lease Fourth Amendment, including but not limited to, Lessor's right to first offer and lease any such space to any tenant who is then in full force occupying or leasing such space at the time the space becomes available for leasing, and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part subject to all other options held by tenants of the Leased Premises and is then in actual occupancy Project as of the entire Leased Premisesdate hereof, and Lessee shall have the right of first offer with respect to any space that becomes available in the Building which is contiguous with the Premises (iv) Tenant’s financial condition meets the financial criteria Landlord requires for "Option Space"). Prior to leasing any of the lease Option Space, Lessor shall give Lessee written notice of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires its intent to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (Option Space and the “Offered Space”), set forth the material terms and conditions on under which it is willing Lessor would agree to lease the Offered SpaceOption Space to Lessee, which may include a including, without limitation, rent, lease term, escalations, tenant allowance, concessions and security, if applicable. The lease term whose expiration date is not coterminous with the Term applicable respect to the Leased Premises, and the date on which such Offered Option Space is expected to shall not be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum period of less than three (3) years years, and, in the event Lessee elects to lease the Option Space, as a condition of the effectiveness of such election, this Lease shall be amended to extend the Term of the Lease with respect to the Premises to be coterminous with the lease term with respect to the Option Space.; Lessee may exercise such right only as to all of the Option Space described in the Lessor's notice and on all of the Terms by delivering notice terms set forth in Lessor's notice, and not to Landlord within three merely a part of such Option Space or some of such terms. Lessee shall have five (35) business days after receipt in which to provide Lessor with written notice of Landlord’s noticeits election to exercise such right. Such notice shall be given in accordance with Section 16 of the Lease, time being of the essence. If Tenant Lessee does not give Lessor written notice of its election to lease such Option Space on such terms within the five (5) business day period, Lessor shall thereafter be free to lease such Option Space to a third party on any terms and conditions that Lessor shall select, with no further obligation to Lessee. In the event that Lessor offers any space to Lessee pursuant to this right of first offer, and Lessee elects not to lease the Offered Spacespace, it shallthe space so offered shall no longer be subject to this right of first offer, within fifteen (15) business days after such electionand thereafter Lessor shall not be obligated to offer said space to Lessee. In the event Lessee exercise its right to lease the Option Space in accordance with the provisions hereof, enter into the parties hereto agree to promptly execute an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space terms set forth in Lessor's notice and such other terms as part of the Leased Premises subject are acceptable to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered SpaceLessor.

Right of First Offer. Provided that a. Except in transactions consummated prior to the first (i1st) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part anniversary of the Leased Premises and is then in actual occupancy of the entire Leased PremisesCommencement Date, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, if at any time during the TermTerm of this Lease, those certain spaces known except during the continuance of an Event of Default or as Suite 340set forth in subsections (b) and (c) below, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to sell the Leased Premises, Landlord agrees to notify Tenant in writing of such desire (“ROFO Notice”) and the date on which such Offered Space is expected to be available price (collectively, the “ROFO Price”) and other terms at which Landlord so desires to sell the Leased Premises (the “ROFO Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to advise Landlord within three thirty (330) business days after receipt of Landlord’s notice, time being of receiving such ROFO Notice if Tenant is interested in purchasing the essenceLeased Premises for the ROFO Price and the ROFO Terms. If Tenant elects fails to lease respond within such time period and/or if Tenant responds that Tenant is not interested in purchasing the Offered SpaceLeased Premises, it then Tenant shall have no further right hereunder, subject to clause (b)(ii) below, to purchase the Leased Premises under the terms set forth in the ROFO Notice. However, if Tenant notifies Landlord within such time period that Tenant wants to purchase the Leased Premises at the ROFO Price and upon such the ROFO Terms, then Landlord and Tenant shall have forty-five (45) days following Landlord’s receipt of such notice from Tenant within which to negotiate and execute a mutually satisfactory agreement for the sale of the Leased Premises to Tenant. Tenant 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 the outstanding balance of the Loan, and, if Tenant shall be entitled to, and shall, within fifteen (15) business days after such electionexercise its rights under this Paragraph 33, enter into an amendment to this Lease the Loan, Note, Mortgage and other loan documents will be assumed by Tenant on a form prepared by Landlord incorporating full recourse basis, and the Offered Space as part 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 the terms and provisions of the Note, the Mortgage and the other loan documents, whether such purchase contemplates the purchase of the Leased Premises subject to the Terms Lien of the Mortgage or for a minimum release of three years the Lien of the Mortgage; and (iii) if the Termination Right as provided for Lien of the Mortgage is not released in Section 2.N. below connection with such sale of the Leased Premises, and if Tenant acquires the Leased Premises, no merger of title shall be null occur and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day periodwill remain in full force and effect in accordance with their terms. From the time of Tenant’s exercise of its right to purchase the Leased Premises as aforesaid until the closing of the conveyance of the Leased Premises to Tenant, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall continue to enjoy and be free to lease any or bound by all of their respective rights and obligations under this Lease, including the obligation of Tenant to pay Rent as required herein through the date of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceconveyance.

Right of First Offer. Provided that 29.1. (a) Subject to the provisions of this Article 29, if, during the initial Term, any Offer Space (as herein defined) becomes available for leasing, LESSOR agrees to notify LESSEE of the availability of the Offer Space at any time determined by LESSOR, so long as such notification is before LESSOR'S execution of a lease agreement with a third party for the Offer Space. LESSOR'S notice shall identify which Offer Space is becoming available (the "Designated Unit"), and shall set forth the date on which LESSOR reasonably anticipates it can deliver possession of the Designated Unit and the material terms and conditions pursuant to which LESSOR desires to lease the Designated Unit (e.g. the base annual rent and the term). Within fifteen (15) days after its receipt of LESSOR'S notice, LESSEE shall notify LESSOR whether LESSEE desires to lease the Designated Unit on the terms and conditions set forth in LESSOR'S notice and this Article 29, time being of the essence with respect to LESSEE'S notice to LESSOR. If LESSEE fails to notify LESSOR of its desire to lease the Designated Unit within said fifteen (15) day period, then LESSEE shall be deemed to have forever waived its right to lease the Designated Unit, and LESSOR shall have no further obligation under this Article 29 to offer the Designated Unit to LESSEE; and LESSOR shall have the right to lease the Designated Unit or any part thereof to any other person or entity on terms and conditions acceptable to LESSOR in its sole discretion. If LESSEE notifies LESSOR of its desire to lease the Designated Unit within said fifteen (15) day period, then, as of the date of LESSEE'S notice, LESSEE shall be deemed to have leased the Designated Unit on the terms and conditions set forth in this Article 29; to memorialize such leasing, LESSEE shall execute, at LESSOR'S option, either a new lease agreement or an amendment to this Lease (the "New Lease") for the Designated Unit, which New Lease shall contain the same terms and conditions as set forth in this Lease, except (i) Tenant is not then in default under this Leasesuch terms and conditions shall be modified to reflect the terms and conditions of LESSOR'S notice, (ii) the New Lease shall not contain the provisions of this Lease is then in full force and effectArticle 29, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease term of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord leasing shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions commence on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which LESSOR delivers possession of the Designated Unit to LESSEE, (iv) LESSEE agrees to accept the Designated Unit in its "as is" condition as of the commencement of such Offered Space is expected to be available leasing, and (collectively, v) the “Terms”). Tenant rent for the Designated Unit shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years start on the Terms by delivering notice to Landlord within three (3) business days after receipt commencement of Landlord’s notice, time being of the essencesuch leasing. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject Notwithstanding anything to the Terms for a minimum of three years and contrary contained in this Article 29, LESSEE'S failure or refusal to execute the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this New Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is rescind LESSEE'S notice to LESSOR, and LESSEE shall remain bound by the subject terms of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethis Article 29.

Right of First Offer. Provided Landlord hereby grants to the Original Tenant and any Affiliate Assignee, subject to the terms of this Section 9, an ongoing right of first offer with respect to (A) all of the remaining rentable space in the Plaza Building and the Lakeview Building other than (a) the Current Premises, Xxxxx 000X, Xxxxx 000, xxx Xxxxx 000, and (b) those spaces in the Plaza Building and Lakeview Building which serve as retail and/or amenity space for the Project as of the date of this Fourth Amendment (and regardless of whether such retail and/or amenity space remains retail and/or amenity space throughout the Lease Term) (i.e., Plaza Building: Xxxxx 000, Xxxxx 000 and Suite 210; Lakeview Building: Suite 220), and (B) any space in that certain building located at 000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (the "Waterfront Building") (collectively, the "First Offer Space"). The First Offer Space is more particularly shown on Exhibit E attached hereto. The First Offer Space shall in each instance be comprised of the entirety of any separately demised space (including multiple contiguous floors, if applicable). Notwithstanding the foregoing, such first offer right of Tenant shall commence only following the expiration or earlier termination of the existing leases (as of the date hereof) of the First Offer Space (including renewals of any such lease, provided a renewal is currently set forth in such lease and provided such renewal is consummated pursuant to a lease amendment of such existing lease). In addition, such right of first offer shall be subordinate to (i) Tenant is not then Landlord's right, in default under this Leaseits sole and absolute discretion, to occupy any portion of the First Offer Space up to 10,000 rentable square feet, and (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part all rights existing as of the Leased Premises and is then in actual occupancy date hereof of other tenants of the entire Leased PremisesLakeview Building, the Plaza Building or the Waterfront Building (the "Applicable Buildings"), which rights relate to the First Offer Space and are set forth in leases or other agreements of space in the Applicable Buildings existing as of the date hereof, including, without limitation, any expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms, and regardless of whether such expansion is consummated pursuant to a lease amendment of such existing lease or a new lease (iv) Tenant’s financial condition meets the financial criteria Landlord requires for "Superior Rights"). Notwithstanding any contrary provision in the lease of any "Superior Right Holder" (defined below), such spacerights of any Superior Right Holder shall continue to be Superior Rights in the event that such Superior Right Holder's lease is renewed or otherwise modified (provided a renewal is currently set forth in such lease and provided such renewal is consummated pursuant to a lease amendment of such existing lease). All such tenants under existing leases of the First Offer Space (as specified above), ifLandlord, at any time during all such third party tenants in the Term, those certain spaces known as Suite 340, 360Project holding Superior Rights (and their assignees and successors-in-interest), and 370 all tenants under "Intervening Leases," as that term is or will be “available for lease” and Landlord desires defined in Section 9.5, below, are collectively referred to lease such spaceas the "Superior Right Holders", Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify which Superior Right Holders in existence as of the space available (the “Offered Space”), date hereof are set forth on Exhibit F attached hereto. Tenant's right of first offer shall be on the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to set forth in this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space9.

Right of First Offer. Provided that (i) Tenant is not then X. XXXXX OF OPTION; CONDITIONS. In addition to the Right of First Offer set forth in default under this Section 5 of EXHIBIT E of the Lease, Tenant shall have the continuing right of first offer (iithe "RIGHT OF FIRST OFFER") this Lease is then in full force and effect, (iii) with respect to the Tenant named herein has not assigned this Lease or sublet any part 17,869 rentable square feet on the 10th floor of the Leased Premises Office Building shown on the demising plan attached hereto as EXHIBIT D and is then in actual occupancy the 16,905 rentable square feet on the 18th floor of the entire Leased Premises, and (iv) Tenant’s financial condition meets Office Building shown on the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known demising plan attached hereto as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available EXHIBIT D (collectively, the “Terms”"OFFERING SPACE"). Tenant's Right of First Offer shall be exercised as follows: at any time after Landlord has determined that the existing tenant in any portion of the Offering Space will not extend or renew the term of its lease for such portion of the Offering Space (but prior to leasing such portion of the Offering Space to a party other than the existing tenant), Landlord shall advise Tenant shall thereupon have (the one time right and option "ROFO ADVICE") of the terms under which Landlord is prepared to lease the Offered applicable Offering Space to Tenant for a minimum the remainder of three the Term, which terms shall reflect the Prevailing Market (3hereinafter defined) years on the Terms rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the "ROFO NOTICE OF EXERCISE") within three 5 Business Days after the date the ROFO Advice is deemed to have been received by Tenant (3) business days after receipt of Landlord’s notice, time being in accordance with Section 24 of the essence. If Tenant elects to lease the Offered SpaceLease), it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then except that Tenant shall have no further rights under this section with respect to the Offered Space, such Right of First Offer and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall need not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease provide Tenant with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.ROFO Advice, if:

Right of First Offer. Provided that A. Subject to the rights of any existing tenants, so long as: (i) Tenant is not then in default under of any of the terms, covenants, conditions, provisions and agreements of this Leaselease, beyond the expiration of any applicable notice and cure period; (ii) this Lease is then in full force and effect, ; and (iii) the Tenant named herein has not assigned this Lease or sublet any part on the first page hereof and/or its Affiliate is occupying at least seventy-five (75%) percent of the Leased Demised Premises and is then operating in actual occupancy all or substantially all of the entire Leased PremisesPremises for a Lawful Use, and (iv) Tenant’s financial condition meets the financial criteria then, Landlord requires for the lease of such space, if, at any time agrees that during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Term of this Lease in the event (i) Landlord desires obtains vacant possession of an entire floor in the Building contiguous to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available Demised Premises (the “Offered Subject Space”), set and (ii) Landlord intends to lease the Subject Space to a Bona Fide Third Party Tenant (as hereinafter defined) (the “Offer Space”). Landlord shall give to Tenant notice of Landlord’s intention to so lease the Offer Space (the “Offer Space Notice”) setting forth the material terms and conditions on upon which it Landlord is willing to lease the Offered Offer Space. If, which may include together with the portion of the Subject Space that Landlord intends to lease to a term whose expiration date Bona Fide Third Party Tenant, Landlord intends to lease to such third party tenant a portion of the Building that is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject Subject Space, then, at Landlord’s option (to be exercised in Landlord’s sole and absolute discretion), such portion of the Terms for a minimum Building that is not part of three years the Subject Space shall be deemed part of the Offer Space in question shall be covered by the Offer Space Notice and the Termination Right provisions of this Article shall apply thereto. The Offer Space Notice shall set forth the following terms (the “Offer Terms”): (i) the commencement date of the proposed letting (the “Offer Space Commencement Date”) and the expiration date of the proposed letting (the “Offer Space Expiration Date”), (ii) the annual rental payable during the Offer Space Term (as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day periodhereinafter defined), or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section (iii) any material additional rent payable with respect to the Offered Offer Space, including, without limitation, any additional rent related to increases in real estate taxes or operating expenses for the Building, increases in any price index or wage or labor rate, and any sprinkler or water charges, (iv) the dollar amount of any work which Landlord shall be is willing to perform or pay for in the Offer Space, (v) any concession or free rent period applicable to lease the proposed letting, (vi) any or all of such Offered Space to a third party or parties from time to time on such other terms and conditions as it may deem appropriatewhich Landlord deems material, and (vii) the rentable area of the Offer Space (which rentable area shall be reasonably determined by Landlord in good faith, in a manner consistent with the method used to measure the rentable area of the Demised Premises and shall be conclusive and binding upon Tenant). During the twenty (20) day period commencing on the date that Landlord gives the Offer Space Notice to Tenant, Tenant shall not be deemed have the option (the “Offer Space Option”) to be lease the Offer Space from Landlord for the period (the “available for lease” if Offer Space Term”) commencing on the Offer Space Commencement Date and expiring on the Offer Space Expiration Date. Tenant shall exercise the Offer Space Option by giving Landlord written notice thereof (the “Exercise Notice”) on or before the last day of such space 20-day period (which last day is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space“Exercise Notice Date”), TIME BEING OF THE ESSENCE.

Right of First Offer. Provided that (i) Tenant is not then in default under this LeaseSubject to Section 5.19(j), (ii) this Lease is then in full force and effect, (iii) following the Tenant named herein has not assigned this Lease or sublet any part expiration of the Leased Premises and is then in actual occupancy of Restricted Period, if the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord Investor desires to lease such spaceTransfer any Series D Preferred Shares other than pursuant to a Permitted ROFO Transfer, Landlord then the Investor shall notify Tenant. Xxxxxxxx’s deliver a written notice shall identify (the space available “ROFO Notice”) to the Company, stating that the Investor desires to Transfer Series D Preferred Shares in accordance with this Section 5.19(c) and setting forth the number of Series D Preferred Shares proposed to be Transferred (the “Offered SpaceShares”), set forth and the Company shall have the right to offer to purchase all but not less than all such Offered Shares subject to the terms and conditions on which of this Section 5.19(c) (the “Offer to Purchase”). The Company shall have 10 Business Days from delivery of the ROFO Notice to make an Offer to Purchase. The Company shall be deemed to have declined the opportunity to make an Offer to Purchase if it fails to communicate in writing its offer by the end of such 10 Business Day period. If the Company wishes to make an Offer to Purchase, it shall deliver to the Investor a written notice (the “Offer Notice”), stating that the Company is willing to lease purchase all, but not less than all, of the Offered Space, which may include a term whose expiration date is not coterminous with Shares and setting forth the Term applicable to proposed purchase price payable in cash for the Leased Premises, and the date on which such Offered Space is expected to be available Shares (collectively, the “TermsOffer Price”). Tenant The Investor shall thereupon have 5 Business Days from delivery of the one time right Offer Notice to accept or decline in writing the Offer to Purchase made pursuant to the Offer Notice, and option shall be deemed to lease have declined such Offer to Purchase if it fails to deliver such written notice by the end of such 5 Business Day period. If the Investor accepts the Offer to Purchase made pursuant to the Offer Notice, then the Company and the Investor shall close on the purchase of the Offered Space for a minimum of three (3) years on Shares at the Terms by delivering notice to Landlord Offer Price within three (3) business days after receipt of Landlord’s notice, time being 30 Business Days of the essencedate the Investor notified the Company of its acceptance of the Offer to Purchase made pursuant to the Offer Notice. If Tenant elects the Investor accepts the Offer to lease Purchase and the Company fails to purchase the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating Shares at the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space Offer Price within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day 30 Business Day period, then Tenant Sections 5.19(a), (b) and (c) shall have no further rights under this section with respect longer apply to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject Transfer of any renewal Securities or extension Common Shares issued or issuable upon exercise of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spacethe Warrants.

Right of First Offer. Provided If Landlord determines to offer any space on the same floor contiguous to the Tenant’s Premises to a third party (that is, a party other than the tenant of such space as of the date hereof), Landlord shall first offer such space to Tenant (i) provided Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned the Lease nor sublet any portion of the Premises and Tenant is not, at the date of intended exercise of the option granted hereby, in default of its obligations under this Lease or sublet any part beyond applicable periods of the Leased Premises notice and is then in actual occupancy of the entire Leased Premises, and (ivgrace) Tenant’s financial condition meets the financial criteria on such terms as Landlord requires for the lease of has determined to offer such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires space to lease such space, Landlord shall notify Tenantthird parties. Xxxxxxxx’s notice shall identify also set forth the space available proposed date of leasing to third parties (the “Offered SpaceRFO Effective Date”). Within ten (10) days of being notified of the terms of such proposed offering by Landlord, set forth Tenant shall have the right to notify Landlord that Tenant elects to add such space to the Premises on all of the terms and conditions of this Lease except that the terms set forth in Landlord’s notice which are inconsistent with the terms of this Lease shall apply to the additional space so added to the Premises. Such option space shall be added to the Premises on which it the RFO Effective date and shall remain part of the Premises for the lease term set forth in Landlord’s notice. In the event written notice indicating its intent to exercise its option hereunder is willing not received by Landlord within this ten (10) day period, this Right of First Offer shall expire and Landlord may proceed to lease the Offered Space, which may include a term whose expiration date is not coterminous available space with the Term applicable no further obligation to the Leased Premises, and the date on which such Offered Space is expected to Tenant. Any additional space shall be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space leased for a minimum period of three thirty-six (336) years on months or through the Terms by delivering notice Stated Expiration Date whichever period is greater. This Right of First Offer is secondary and subordinate to Landlord within three (3) business days after receipt of Landlord’s noticeexisting tenants rights, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceany.

Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet of any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions of this Lease, Landlord agrees to extend a right of first offer to Tenant during the initial lease term on which it is willing all space available to the market (the "Available Space") for lease adjacent to the Offered SpacePremises or Congress Corporate Plazx Xxxxx XX, which may include a Xxxxx 000, xxt only if the remaining term whose expiration date of this Lease at the time the Available Space becomes available (including any renewal option exercisable by Tenant) is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of less than three (3) years on years. This right of first offer to lease the Terms by delivering notice Available Space shall be subordinate to any extensions, renewals, or other terms and conditions granted to the Third party tenant in connection with the initial leasing of the Available Space. When and if such Available Space should become available during the term of this Lease, or at Landlord's option, up to six (6) months prior to the date that the Available Space is scheduled to become available, Landlord shall first offer in writing to lease such Available Space to Tenant and Tenant shall accept such offer, if at all, in writing within three ten (310) business days after receipt of such notice from Landlord’s notice. If Tenant shall not exercise this right of first offer within the time period specified herein, this right of first offer of Available Space shall be null, void, and of not further effect for such offered space. Notwithstanding the foregoing, in no event shall this right of first offer to lease Available Space be in effect if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease (other than an assignment which does not require Landlord's consent as per Paragraph 7 (b) of this Third Amendment) or sublets more than 49% of the Premises or (3) Tenant fails to timely exercise its right of first offer under this Third Amendment, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section essence with respect to Tenant's exercise thereof. If the Offered Spaceright of first offer is exercised, and Landlord the initial annual net rent for the Available Space shall be free equal to the greater of the fair market rental rate then being offered by Landlord to similar Third party prospects in the building or the annual net rent then in effect on Tenant's Premises at the time of Landlord's notice to Tenant of the availability of said Available Space. The tenant improvement allowance shall be in accordance with market lease terms for comparable buildings of similar quality and size taking Initials: Landlord_________ Tenant__________ 4 THIRD AMENDMENT TO LEASE AGREEMENT BETWEEN REGENT HOLDING CORPORATION, A FLORIDA CORPORATION ("LANDLORD") AND DALEXX XXXHNOLOGIES, INC., A DELAWARE CORPORATION ("TENANT"), FOR PREMISES LOCATED AT 902 XXXXX XXXXX XXXX, SUITE 226, BOCA RATON, FLORIDA 33487 (continued) into account the term of the lease for the offer space. In no event will the tenant improvement allowance be greater than the cost of recarpeting and repainting the Available space with building standard materials. The initial annual net base rent on all space leased under the right of first offer shall be increased by 4% per annum. The lease term of the Available Space shall be co-terminus with the lease term for the Premises. In no event shall the lease term for the Available Space be for a period of less than three (3) years. If necessary to assure a term of not less than three years, Tenant must exercise any or all available renewal option in conjunction with its exercise of such Offered this right of first offer. The lease of the Available Space to a third party or parties from time to time shall otherwise be on such the same terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceset forth in this Lease.

Right of First Offer. Provided If Landlord determines to offer any space on the same floor contiguous to the Tenant's Premises to a third party (that is, a party other than the tenant of such space as of the date hereof), Landlord shall first offer such space to Tenant (i) provided Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned the Lease nor sublet any portion of the Premises and Tenant is not, at the date of intended exercise of the option granted hereby, in default of its obligations under this Lease or sublet any part beyond applicable periods of the Leased Premises notice and is then in actual occupancy of the entire Leased Premises, and (ivgrace) Tenant’s financial condition meets the financial criteria on such terms as Landlord requires for the lease of has determined to offer such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires space to lease such space, Landlord shall notify Tenantthird parties. Xxxxxxxx’s 's notice shall identify also set forth the space available proposed date of leasing to third parties (the “Offered SpaceRFO Effective Date”). Within ten (10) days of being notified of the terms of such proposed offering by Landlord, set forth Tenant shall have the right to notify Landlord that Tenant elects to add such space to the Premises on all of the terms and conditions of this Lease except that the terms set forth in Landlord's notice which are inconsistent with the terms of this Lease shall apply to the additional space so added to the Premises. Such option space shall be added to the Premises on which it the RFO Effective date and shall remain part of the Premises for the lease term set forth in Landlord's notice. In the event written notice indicating its intent to exercise its option hereunder is willing not received by Landlord within this ten (10) day period, this Right of First Offer shall expire and Landlord may proceed to lease the Offered Space, which may include a term whose expiration date is not coterminous available space with the Term applicable no further obligation to the Leased Premises, and the date on which such Offered Space is expected to Tenant. Any additional space shall be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space leased for a minimum period of three thirty-six (336) years on months or through the Terms by delivering notice Stated Expiration Date whichever period is greater. This Right of First Offer is secondary and subordinate to Landlord within three (3) business days after receipt of Landlord’s noticeexisting tenants rights, time being of the essenceif any. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.ORIGINAL: 07/26/2011 ARTICLE 27 Entire Agreement

Right of First Offer. Provided that If Sublessor determines to sublease any other space in the Building (i) Tenant is not the "Expansion Space"), then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part Sublessor shall notify Sublessee of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it Sublessor is willing to lease sublease the Offered Expansion Space. If Sublessee, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available within five (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (35) business days after receipt of Landlord’s Sublessor's written notice indicates in writing its agreement to sublease the Expansion Space on the terms stated in Sublessor's notice, time being then, if Sublessee is not then and has not been in default of any term of this Sublease and has not assigned this Sublease or sublet any portion of the essenceSubleased Premises, Sublessor shall sublease to Sublessee and Sublessee shall sublease from Sublessor the Expansion Space on the terms stated in Sublessor's notice. If Tenant elects Sublessee does not indicate in writing its agreement to lease sublease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease Expansion Space on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for terms contained in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space Sublessor's notice within such 3-five (5) business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant Sublessor thereafter shall have no further rights under this section with respect the right to sublease the Offered Space, and Landlord shall be free to lease any or all of such Offered Expansion Space to a third party on any other terms. The right of first offer described herein as to the portion of the Building currently occupied by E-Time, Inc. shall be subject and subordinate to any rights of extension or parties from time renewal and any extensions and renewals now or hereafter granted to time on such terms E-Time, Inc. or its successors and conditions assigns. Notwithstanding the foregoing, the foregoing right of first offer shall terminate and be of no further force and effect during the last six (6) months of the Sublease Term, as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Spaceextended.