Common use of Right of First Offer Clause in Contracts

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.

Right of First Offer. The reference Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to “Suite 350” be occupied by Tenant hereunder, (i) the Lease is hereby deleted from Exhibit D attached in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsterms, and provided no default by Subtenant existsset forth herein, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant additional office space which may be available for leasing (as hereinafter defined) throughout the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Project (the “Offer Space”) in an ). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “AS-IS” condition; Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such offer shall be in writing and specify the terms for lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to be paid for lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Tenant’s Response Notice”). Sublandlord Time shall use good faith in determining be of the rent amount essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord occasion identified in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the such Landlord’s Offer Notice. If Subtenant timely If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then Sublandlord and Subtenant in such event, Landlord and Tenant shall execute enter into an amendment to this SubleaseLease, effective as within thirty (30) days following the date of the date Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space is to be included in incorporated into the Premises, on Premises and the terms set forth in Base Rent and Tenant’s Proportionate Share to be modified to reflect the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, Subtenant must exercise its rights hereunderin the state and condition in which the same shall be upon removal by the preceding occupant, if at allany, as to all except that Landlord shall remove any items of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then personal property left by such right occupant and shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of deliver the Offer Space to third parties on Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such terms state and condition. Landlord makes no representations as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists to the condition of any Offer Space or Subtenant is not then occupying the entire Premises. For purposes hereofas to any other thing or fact related thereto, if an Offer Notice is delivered for less than all of and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space but such notice provides for an expansionTenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, right of first refusal, subtenant or other preferential right occupant or for any other reason, Landlord shall not be subject to lease some any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the remaining Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.

Right of First Offer. The reference to If at any time any of the space located on the balance of the 47th floor of the Building (the “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant existsSpace”) shall become available for lease, Sublandlord shall, before offering the same to shall not sublease any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of such space (the “Offer Available Space”) in an “AS-IS” condition; to any other person unless Subtenant first shall have waived or been deemed to have waived its right to lease such offer shall be in writing and specify Available Space pursuant to the terms for and provisions of this Section 18. If at any time Sublandlord learns that any of the Offer Subject Space will become Available Space, including the rent to be paid for the Offer Space and Sublandlord promptly shall notify Subtenant of the date on which such Available Space will become available, and Subtenant thereafter shall have the Offer right to lease such Available Space upon the same terms and conditions as are set forth herein with respect to the Subleased Premises by delivering written notice of such exercise to Sublandlord within twenty (20) Business Days of Subtenant’s receipt of the written notice of such availability from Sublandlord. If Subtenant elects to lease such Available Space, then on the date on which such Available Space becomes available, or on such other date as Sublandlord and Subtenant shall mutually agree, the Available Space shall be included in the Subleased Premises (upon the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar same terms, covenants and conditions as are applicable to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Subleased Premises, on and the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms amount of this Sublease; however, Net Rent due and payable by Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each Available Space shall be calculated utilizing the same rate, expressed on a per square foot of Rentable Area basis, as the Net Rent applicable to the Subleased Premises, and the Subtenant’s five rights Share shall be appropriately adjusted. If any such Available Space is scheduled to become available upon the occurrence of first offer hereunder is a one-time the Initial Term Expiration Date, Sublandlord shall so notify Subtenant in writing, and Subtenant shall have the right only to cause Sublandlord to exercise the applicable Renewal Option with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Available Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and whereupon Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseso exercise such Renewal Option.

Right of First Offer. The reference Provided no Event of Default or Management Termination Event hereunder exists, if at any time (and from time to “Suite 350” time) during the Initial Term, PSLT-BLC Holdings, Provident or any Subsidiary of Provident shall acquire a senior independent living facility, other than a facility which is hereby deleted from Exhibit D attached to be leased back to the Sublease. Subject to then-existing renewal seller of such facility (or expansion options of other subtenantsits affiliate) (each, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereina "First Offer Facility"), first offer PSLT-BLC Holdings shall notify BLC Holdings (a "First Offer Availability Notice") describing such First Offer Facility and its anticipated date of availability. The First Offer Availability Notice (i) shall contain PSLT-BLC Holdings' or Provident's good faith estimate of the rental amount and other lease terms for which PSLT-BLC Holdings or Provident would be willing to lease to Subtenant the space shown First Offer Facility on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “ASa "triple-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be net" basis under a lease agreement substantially similar to each of the Offer Notice attached Property Leases and (ii) shall, except to the Sublease as Exhibit E. Subtenant extent that PSLT-BLC Holdings is restricted under the terms of a confidentiality agreement from disclosing such information to BLC Holdings, include such other due diligence information that Provident or its Subsidiaries may actually have in their possession at the time the First Offer Availability Notice is delivered. BLC Holdings shall notify Sublandlord in writing whether Subtenant elects have the right (the "Right of First Offer") to lease the entire such First Offer Space on Facility upon the terms set forth in the First Offer Notice, Availability Notice by delivering to PSLT-BLC Holdings a notice (a "First Offer Acceptance") exercising its Right of First Offer with respect to such First Offer Facility within ten (10) days Business Days after Sublandlord delivers to Subtenant receipt of the First Offer Availability Notice. If Subtenant timely elects to lease BLC Holdings delivers the First Offer SpaceAcceptance as provided herein, then Sublandlord and Subtenant shall execute an amendment to this Subleasethen, effective provided no Event of Default or Management Termination Event exists hereunder as of the date of the closing of the Right of First Offer, simultaneously with PSLT-BLC Holdings' consummation of the acquisition of the First Offer Space is Facility, PSLT-BLC Holdings and BLC Holdings shall enter into a property lease agreement with respect to be included the First Offer Facility substantially in the Premisesform of the Property Leases (with such revisions as are mutually acceptable to the parties), on provided that Base Rent payable thereunder and the other lease terms shall be as set forth in the First Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Availability Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant BLC Holdings fails or is unable timely to exercise its right hereunder, then such right shall lapse, provide the First Offer Acceptance as provided herein (time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights such date), BLC Holdings shall be deemed to have waived its right of first offer hereunder is a one-time right only with respect to each such First Offer Space), Facility and Sublandlord PSLT-BLC Holdings may lease all or a portion of the First Offer Space to third parties on any party upon such terms as Sublandlord may electPSLT-BLC Holdings determines in its sole and absolute discretion. Subtenant may If BLC Holdings does not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying deliver the entire Premises. For purposes hereofFirst Offer Acceptance within the time frame set forth above, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential BLC Holdings agrees that BLC Holdings shall no longer have any contractual right to lease some the First Offer Facility; provided, however, that PSLT-BLC Holdings agrees that, during its efforts to find a tenant for the First Offer Facility, PSLT-BLC Holdings shall keep BLC Holdings reasonably apprised of PSLT-BLC Holdings' marketing materials and shall provide to BLC Holdings copies of written marketing materials prepared by PSLT-BLC Holdings in connection with such efforts (provided that BLC Holdings agrees to enter into confidentiality agreements requested by PSLT-BLC Holdings as a condition to receiving confidential information about the First Offer Facility); and, provided, further, that PSLT-BLC Holdings' obligation under this sentence shall terminate and expire at such time as PSLT-BLC Holdings enters into an exclusivity agreement with any prospective purchaser or tenant of the remaining portion of the First Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseFacility.

Right of First Offer. The reference Provided that as of the date Tenant notifies Landlord of its desire to “Suite 350” exercise its "Right of First Offer" (as defined below) (i) Tenant is hereby deleted from Exhibit D attached not in default under the terms and conditions of this Lease, (ii) no event has occurred but for the passage of time or the giving of notice, or both, that would constitute a material default under this Lease which has not been cured or waived, and (iii) Tenant is then occupying the Premises, during the initial Term of this Lease Tenant shall have an ongoing right of first offer (the "Right of First Offer") to rent any available space on the 20/th/ floor of the Building (the "ROFO Premises"), subject to the Subleaseterms and conditions set forth below. Subject Prior to then-existing renewal or expansion options submitting any proposal to a third party with respect to the leasing of other subtenantsthe ROFO Premises, and provided no default by Subtenant exists, Sublandlord shall, before offering Landlord agrees to notify Tenant in writing as to the same to any party (other than date in the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space future (the “Offer Space”"Availability Date") in an “AS-IS” condition; such offer shall when the ROFO Premises can be made available to Tenant ("Landlord's Notice"). Tenant must notify Landlord in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) business days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as Tenant's receipt of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Landlord's Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely whether Tenant desires to exercise its right hereunder, then such right shall lapse, time being Right of First Offer. Tenant's Right of First Offer must be exercised as to one hundred percent (100%) of the essence ROFO Premises. If Tenant does not notify Landlord of its election to exercise its Right of First Offer with respect to the ROFO Premises within said ten (10) business period, then Tenant will be deemed to have elected not to exercise thereof (it being understood that each its Right of Subtenant’s five rights of first offer hereunder is a one-time right only First Offer with respect to each the ROFO Premises and to have waived its Right of First Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5the ROFO Premises until such time as Landlord presents another proposal to an entirely new third party with respect to the ROFO Premises. If Tenant elects to exercise its Right of First Offer and so notifies Landlord within said ten (10) business day period, then Landlord will, at its own expense, perform the base building work in the ROFO Premises consistent with the terms of Exhibit H attached hereto, and Subtenant and Sublandlord shall each indemnify Tenant will accept --------- the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession ROFO Premises as of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest Availability Date in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.its

Right of First Offer. The reference to “Suite 350” Provided that no event of default has occurred and is hereby deleted from Exhibit D attached to continuing under the Sublease. Subject to then-existing renewal or expansion options terms of other subtenantsthis Lease, and provided no default by Subtenant exists, Sublandlord shall, before offering the same subject to any party (rights granted to other than the then-current subtenant tenants occupying such space to extend or occupant thereinrenew their lease(s), Tenant shall have the right of first offer with respect to lease to Subtenant any space which becomes available on the space shown on Exhibit A, containing approximately 4,205 rentable square feet fourth floor of space the Building. Landlord shall give Tenant written notice (the “Offer SpaceLandlord’s Notice”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent at least thirty (30) days prior to be paid for the Offer Space and the date on which any such space (“Expansion Space”) is expected to become available and the Offer terms under which Landlord is willing to lease such Expansion Space to Tenant (including the initial Base Rent, rights to extend, if any, and how the Base Rent will be determined during such extended terms), and Tenant shall have the right to be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord exercised in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers thereafter, to Subtenant the Offer Notice. If Subtenant timely elects agree to lease the Offer Space, then Sublandlord such space upon said terms and Subtenant conditions. Landlord shall execute prepare and deliver to Tenant an amendment to this Subleaselease or a lease for any such Expansion Space, effective as of the date the Offer Space is to be included substantially in the Premises, on same form as this Lease but incorporating the terms set forth and conditions contained in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before SublandlordLandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer and if Tenant does not enter into such amendment or lease within ten days thereafter, Tenant will be deemed to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise have waived its right hereunder, then such right shall lapse, time being of the essence first offer with respect to that particular portion of Expansion Space offered and Landlord may offer the exercise thereof (it being understood Expansion Space to any party upon terms that each of SubtenantLandlord deems appropriate. Tenant’s five rights right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion shall be ongoing during the duration of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission Lease Term with respect to any space leased by Subtenant under portion of the Expansion Space not previously included in a Landlord’s Notice, notwithstanding Tenant’s refusal of any portion of Expansion Space offered to Tenant at any time during the Lease Term. Nothing in this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions is intended to preclude or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenantlimit Landlord’s right to possession grant tenants of such Expansion Space renewal rights or expansion rights which shall have priority over the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any rights of its interest in Tenant under this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.

Right of First Offer. The reference So long as no Event of Default then exists under this Lease, Tenant will have the first right (“First Right”) to “Suite 350” is hereby deleted from Exhibit D attached to be offered by Landlord the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer opportunity to lease to Subtenant all contiguous space on the space fifth (5th) floor of the Building shown on Exhibit A, containing approximately 4,205 rentable square feet of space “H-1” attached hereto (the “Offer First Right Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar First Right is subject to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms and conditions set forth in this section, and is further subject to any prior rights to such space granted to any other tenants in the Offer NoticeBuilding, which are as follows: Houghton Mifflin Harcourt Publishing Company and Medpoint Digital, Inc. If at any time after the Commencement Date while this First Right is in effect Landlord receives a request for proposal that covers all or any part of the First Right Space (“RFP”) and intends to lease all or any part of the First Right Space, then Landlord will first notify Tenant that such First Right Space, and any other space described in the RFP (including space on other floors), is available for lease (collectively, the “Available Space”). Tenant must notify Landlord in writing within ten (10) days after Sublandlord delivers Business Days of receiving Landlord’s notice whether Tenant desires to Subtenant lease all of the Offer NoticeAvailable Space from Landlord. If Subtenant timely elects Tenant notifies Landlord that Tenant does not desire to lease all of the Offer Available Space, or if Tenant does not respond in writing to Landlord’s notice within such ten-Business Day period, then Sublandlord Landlord may freely lease the Available Space without restriction. If Tenant notifies Landlord in writing within such ten-Business Day period that Tenant desires to lease all of the Available Space, the parties will thereafter negotiate for Tenant’s lease of all of the Available Space from Landlord. If Landlord and Subtenant shall Tenant fail to mutually agree upon the terms of Tenant’s lease of all of the Available Space and to execute an a written amendment to this SubleaseLease within ten (10) Business Days after Tenant delivers Tenant’s offer notice to Landlord, effective as then Landlord’s obligations under this section shall automatically terminate and be of no further force or effect at the end of such ten-Business Day period. Tenant’s First Right shall apply during the Term (including any extensions thereof) and shall automatically terminate on the last day of the date the Offer Space Term. The purpose of this section is to provide notice to Tenant so that Tenant may be included in the Premises, on the terms set forth in the Offer Notice and, a position to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of such space on a competitive basis with others, and, notwithstanding anything to the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contrary contained in the Third Party Offer. If Subtenant fails this section, nothing in this section shall be deemed to be an option or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal. Furthermore, notwithstanding anything to the contrary contained in this Exhibit, nothing in this Exhibit shall be deemed to prevent, limit, or other preferential right otherwise restrict Landlord from responding to lease some of or otherwise engaging any third party regarding the remaining portion of First Right Space or Available Space during the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Subleaseten-Business Day period described herein. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying partyEXHIBIT “H-1” FIRST RIGHT SPACE EXHIBIT “I” INTENTIONALLY OMITTED EXHIBIT “J” INTENTIONALLY OMITTED EXHIBIT “K” EXISTING EXPANSION RIGHTS AND ROFRS ENCUMBERING THE PREMISES None. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.EXHIBIT “L” INTENTIONALLY OMITTED EXHIBIT “M” LETTER OF CREDIT TERMS AND CONDITIONS

Right of First Offer. The reference to “Suite 350” 20.1 Provided that (i) no Event of Default has occurred and is hereby deleted from Exhibit D attached continuing under the Lease, (ii) Tenant is in occupancy of at least ninety percent (90%) of the Premises, (iii) Landlord has not given more than two (2) notices of default in any twelve (12) month period for nonpayment of monetary obligations, if at any time prior to the Subleaselast twelve (12) months of the Term Landlord intends to offer the approximately 55,094 square feet portion of the Building not occupied by Tenant pursuant to the Lease (the "Additional Premises") for lease to third parties or to accept an offer of a third party to lease the Additional Premises, Landlord shall first give written notice to Tenant of the rental rate and other material terms upon which Landlord is willing to lease the Additional Premises ("Landlord's Lease Notice"). Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first Landlord's Lease Notice shall constitute an offer to lease the Additional Premises to Subtenant Tenant at the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing rental rate and specify upon the terms for and conditions contained in Landlord's Lease Notice and shall state the Offer Spaceanticipated date of availability of the Additional Premises. Tenant shall have five (5) business days after receipt of Landlord's Lease Notice to accept such offer. Tenant shall accept such offer, including the rent if at all, only by delivery to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Landlord of Tenant's irrevocable written commitment to lease the entire Offer Space on Additional Premises at the rental rate and upon the terms set forth and conditions contained in Landlord's Lease Notice (the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition"Expansion Commitment"). Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant such first offer right of Tenant shall commence only following the expiration or earlier termination of the Offer Notice, Sublandlord has received an offer to initial lease all or part of the Offer Space from Additional Premises, including any renewal, extension or expansion 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 third party lease amendment or a new lease (a “Third Party Offer”collectively, the "Superior Right Holders") and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights such Additional Premises. Tenant's right of first offer hereunder is a one-time right only with respect to each Offer Space), shall be on the terms and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under conditions set forth in this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease20.

Right of First Offer. The reference Landlord grants to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Tenant a one time right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer (“ROFO”) to lease to Subtenant the space shown on Exhibit ASuite 3610, containing approximately 4,205 rentable totaling 10,000 square feet of space (the “Offer ROFO Space”) in an “AS-IS” condition; such offer ), should it come available during the Lease Term. The ROFO shall be subordinate and secondary to all rights of expansion, rights of first refusal, rights of first offer, or similar rights granted to tenants under any existing tenant space leases within the Building and existing as of the date of the ROFO Notice (as defined below). The rights described in writing and specify this paragraph shall be known collectively as “Superior Rights.” Landlord shall give Tenant written notice when Landlord determines that the terms ROFO Space is available for lease (the “ROFO Notice”), as long as no Superior Right has been exercised or asserted. The ROFO Notice shall (a) state the Base Rent proposed by Landlord for the Offer Space, including ROFO Space (the rent “ROFO Rent”); and (b) slate the estimated date that Landlord then-anticipates the ROFO Space will be available for delivery to be paid Tenant. All other terms and conditions for leasing the Offer Space and the date on which the Offer ROFO Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Lease, except for any improvement allowances, tenant improvements by Landlord, and other tenant inducements therein, if Tenant wishes to exercise the ROFO, Tenant shall deliver to Landlord written notice (“Exercise Notice”), which shall be irrevocable, within ten (10) business days after Sublandlord delivers to Subtenant receipt of the Offer ROFO Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant The ROFO Rent shall execute an amendment to this Sublease, effective be as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice andROFO Notice, to the extent not inconsistent except that if Tenant disagrees with the Offer ROFO Rent proposed by Landlord, Tenant shall include in the Exercise Notice terms, Tenant’s counter-proposal for ROFO Rent. Tenant must elect to exercise the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunderROFO, if at all, as only with respect to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer ROFO Space), and Sublandlord Tenant may not elect to lease all or only a portion of such space. If Tenant fails to timely deliver the Offer Space Exercise Notice, Tenant shall be deemed to third parties on such terms as Sublandlord may elect. Subtenant may not exercise have waived its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space ROFO and Landlord shall thereafter be excluded from free to lease the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect ROFO Space to any space leased third party. If Landlord and Tenant are unable to agree on ROFO Rent by Subtenant under this Section 5the date thirty (30) days after the Exercise Notice, the ROFO Rent shall be determined by arbitration as set forth herein, in such event, ROFO Rent shall be at the “Market Rate”, which is described as follows: The Base Rent that would be agreed to by a landlord and Subtenant and Sublandlord a new tenant, each of whom is willing, but neither of whom is compelled, to enter into the lease transaction, The Market Rate shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions not take into account any existing tenant improvements or other compensation claimed by any broker special uses or agent claiming the same by, through, or rights afforded to Tenant under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest Lease in this Sublease or sublets any portion of connection with the Premises, or (c) less than two full calendar years remain in but shall take into account the initial Term of the Sublease.following factors:

Right of First Offer. The reference Grantor hereby grants and sells to Grantee a one-time right of first offer (the “Suite 350” is hereby deleted from Right of First Offer”) for the purchase of the real property more particularly described on Exhibit D attached A hereto (the “Subject Properties”) on and subject to the Subleaseterms hereof. Subject to then-existing renewal Section 6, if at any time Grantor proposes to effect any sale, transfer, assignment or expansion options other disposition (a “Disposition”) of other subtenantsits right, title and provided no default by Subtenant exists, Sublandlord shall, before offering interest in and to all or any part of the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Subject Properties (the “Offer SpaceSubject Property Interest”) in an “AS-IS” condition; such offer to any third party, Grantor shall be in writing and specify the terms for the Offer Space, including the rent deliver to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises Grantee a written notice (the “Offer Disposition Notice”)) of the proposed Disposition. Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar If Grantee delivers notice to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, Grantor within ten (10) days after Sublandlord delivers of receipt of the Disposition Notice of Grantee’s intent to Subtenant engage in negotiations regarding the Offer Notice. If Subtenant timely elects to lease the Offer SpaceDisposition, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as for the thirty (30) days following delivery of the date Disposition Notice, Grantor and Grantee shall discuss and attempt to negotiate and agree upon the Offer Space is terms upon which Grantee would be willing to be included purchase the Subject Property Interest under this Agreement. Upon the first to occur of (i) Grantee’s failure to deliver notice to Grantor of Grantee’s intent to engage in such discussions within the time period prescribed in the Premises, preceding sentence; (ii) Grantee’s delivery of notice to Grantor of Grantee’s intent not to engage in such discussions; and (iii) the failure of Grantor and Grantee to reach agreement on the terms set forth in upon which Grantee would purchase the Offer Notice andSubject Property Interest by the end of such thirty (30) day period, to the extent not inconsistent Grantor may proceed with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a proposed Disposition with any third party (a “Third Party Offer”) at any time and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on upon any such terms as Sublandlord Grantor may electdetermine in its sole discretion, and Grantee shall be deemed to have irrevocably elected not to purchase the Subject Property Interest that is the subject of such Disposition Notice. Subtenant may In the event that Grantor and Grantee reach agreement on the terms upon which Grantee would purchase the Subject Property Interest that is the subject of the Disposition Notice within such thirty (30) day period, then, on such business day as Grantor and Grantee shall mutually agree (which shall be not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all thirty (30) days nor more than sixty (60) days after the end of such thirty (30) day period) Grantee shall purchase the Subject Property Interest that is the subject of the Offer Space but such notice provides for an expansionDisposition Notice upon the terms mutually agreed by Grantor and Grantee. In the event that any Disposition Notice relates to only a portion, right of first refusaland not the entirety, or other preferential right to lease some of the Subject Properties, Grantee’s Right of First Offer as to the remaining portion Subject Property Interests that were not the subject of such Disposition Notice (the Offer Space, then “Remaining Subject Properties”) shall survive such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated Disposition Notice as to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasesuch Remaining Subject Properties.

Right of First Offer. The reference Tenant shall have a right of first offer (“Right of Offer”) to “Suite 350” is hereby deleted from Exhibit D attached lease any additional space on the sixth (6th) floor of the Building which becomes available during the first seven (7) Lease Years of the original Term of this Lease, subject to the Sublease. Subject to then-existing renewal or expansion options rights of other subtenantstenants pursuant to leases dated before the date of this Lease (and subject to Landlord’s right to renew or extend leases for existing tenants beyond their final lease term), and (“Additional Space”), provided however that Tenant shall have no default by Subtenant exists, Sublandlord shall, before offering the same Right of Offer with respect to any party Additional Space while any Event of Default exists and is continuing under this Lease. Landlord agrees to retain the right of relocation in any future leases to any tenants of the sixth (other than 6th) floor. Landlord shall provide notice (“Notice of Availability”) to Tenant that such Additional Space is available and the then-current subtenant or occupant therein), first offer terms upon which Landlord is willing to lease such space to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Tenant and Tenant shall have ten (the “Offer Space”10) business days in an “AS-IS” condition; such offer shall be in writing order to notify Landlord that it elects to exercise its rights hereunder and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in expand the Premises (to include the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Additional Space. The Offer Notice shall be substantially similar If Tenant elects not to expand into such Additional Space or fails to accept or reject such Additional Space within the Offer Notice attached ten (10) business day period, then Landlord may proceed to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant lease such space to any third party. If Landlord elects to lease the entire Offer Additional Space on the terms set forth in the Offer Notice, within ten at a rental rate which is less than eighty five percent (1085%) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date rate originally quoted to Tenant, Landlord shall first re-offer the Offer Additional Space is to be included Tenant at the new offering rate in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent accordance with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party OfferSection 42. If Subtenant fails or is unable timely to Tenant does not exercise its right hereunderto lease the Additional Space and Landlord leases the Additional Space to a third-party tenant, then such right shall lapse, time being Tenant’s Right of the essence Offer with respect to the exercise thereof (it being understood that each Additional Space shall be terminated. In any case, if Tenant accepts the Additional Space, the Additional Space shall be added to the Premises by amendment to this Lease. All of Subtenant’s five rights the terms and conditions of first offer hereunder is a one-time right only this Lease will apply to any Additional Space leased by Tenant provided, however the rate of Fixed Basic Rent with respect to each Offer Spacethe Additional Space shall be Market Rent determined as provided in Section 43 below, with Landlord’s initial determination of Rent to be set forth in Landlord’s Notice of Availability (adjusted if necessary to reflect changes in term, tenant improvement costs and inducements from that offered in Landlord’s Notice of Availability), and Sublandlord may lease all or a portion provided, however that if Tenant exercises its Right of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify Additional Space during the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession first Lease Year of the Term, then the Fixed Basic Rent with respect to the Additional Space shall be at the then existing escalated rental rate for the Premises (or together with a prorated Improvement Allowance to account for the shorter term with respect to the Additional Space. Landlord will have no liability to Tenant if any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion tenant of the PremisesAdditional Space wrongfully holds over. In the event such tenant wrongfully holds over, or (c) less than two full calendar years remain Landlord will diligently work in good faith to cause such tenant to vacate the initial Term of Additional Space and no Rent for the SubleaseAdditional Space shall be due from Tenant during such wrongful holdover.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown five different spaces designated by suite number or floor number, and by square footage on Exhibit AD (each, containing approximately 4,205 rentable square feet of space (the an “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the this Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable to timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 Article 16 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5Article 16, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 Article 16 shall terminate if (a) the this Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the this Sublease.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to Beginning in the Sublease. Subject to then-existing renewal or expansion options nineteenth (19th) month following the Sublease Start Date and thereafter during the Term of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space this Sublease (the “Offer SpacePeriod”) in an “AS-IS” condition; such ), Subtenant shall have the right of first offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeRight of First Offer”)) for the entire (but not less than the entire) Expansion Space in both the Cascade Building and the Xxxx Building. Sublandlord shall use good faith notify Subtenant of the availability of the Expansion Space in determining writing, specifying the rent amount for terms which Sublandlord is willing to accept to sublease the Offer Expansion Space. Subtenant shall, by written notice to Sublandlord (with a copy to Prime Landlord), exercise its Right of First Offer within twenty (20) days of receipt of Sublandlord’s notice and according to terms offered by Sublandlord. If Subtenant rejects or does not respond to the terms of Sublandlord’s notice then Subtenant’s Right of First Offer shall thereafter irrevocably lapse and terminate as to the Expansion Space, and Sublandlord shall thereafter be free to sublease the Expansion Space to any third-party at any time without regard to the restrictions in this Section and on whatever terms and conditions Sublandlord may decide. The Right of First Offer Notice shall be substantially similar to of no force and effect if at the time of Subtenant’s attempt at exercise thereof, an Event of Default has occurred and is continuing. If Subtenant exercise its Right of First Offer Notice attached to the Sublease as Exhibit E. provided herein, then and in such event, Sublandlord and Subtenant shall notify Sublandlord in writing whether Subtenant elects enter into an amendment to lease this Sublease within fifteen (15) days following the entire date of Subtenant’s exercise of its Right of First Offer for sublease of the Expansion Space on the terms and conditions set forth in Sublandlord’s notice which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Notice, within ten (10) days after Sublandlord delivers Expansion Space to Subtenant be incorporated into the Offer Notice. If Subtenant timely elects Subleased Premises and the Base Rent and Tenant’s Proportionate Share to lease be modified to reflect the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as inclusion of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Expansion Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options A. Tenant shall have a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer SpaceRight of First Offer”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included all space in the Premises Building (the “Offer NoticeOffering Space”). Sublandlord shall use good faith in determining the rent amount for the Tenant’s Right of First Offer Space. The Offer Notice shall be substantially similar exercised as follows: (i) with respect to existing tenants leasing the Offering Space as of the date of this Amendment: if (x) Landlord has not entered into an amendment to extend the existing tenants’ lease with respect to the Offer Notice attached Offering Space (or any portion thereof) prior to the Sublease as expiration of such tenants’ renewal option(s) and the existing tenant does not exercise its renewal option, then within five (5) days after the expiration of the applicable existing tenants’ renewal option exercise date; and (ii) with respect to any future tenant leasing the Offering Space in accordance with the terms of this Exhibit E. Subtenant D after Tenant has failed to exercise the Right of First Offer with respect to such space: if (x) Landlord has not entered into an amendment to extend the such future tenants’ lease with respect to the Offering Space (or any portion thereof) prior to the expiration of such future tenants’ renewal option(s) and the such future tenant does not exercise its renewal option, then within five (5) days after the expiration of the applicable future tenants’ renewal option exercise date, Landlord shall notify Sublandlord in writing whether Subtenant elects advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the entire Offer Offering Space to Tenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate and terms for such Offering Space as reasonably determined by Landlord, or (y) if any of the Offering Space becomes available for lease to a party other than (I) the tenant or its successors or assigns under a lease in effect on the date of this Amendment, or (II) the future tenant or its successors assigns under a lease that is executed in accordance with the terms set of this Exhibit D after Tenant has failed to exercise the Right of First Offer with respect to such space (by early termination or otherwise), then, within five (5) days after such Offering Spaces becomes available for lease, Landlord shall deliver an Advice to Tenant setting forth terms under which Landlord is prepared to lease the Offering Space to Tenant, which terms shall reflect the Prevailing Market rate and terms for such Offering Space as reasonably determined by Landlord. Tenant may lease the entire (but not a portion of) the Offering Space described in the Offer NoticeAdvice under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as date of the date the Offer Space is to be included in the PremisesAdvice, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant except that Tenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then have no such right shall lapse, time being of the essence and Landlord need not provide Tenant with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Advice if:

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to Provided that, on the Sublease. Subject to then-existing renewal or expansion options date of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party ROFO Notice (other than the then-current subtenant or occupant thereinas herein defined), Tenant is not in breach or default of the Lease after any applicable notice was given and any applicable grace or cure period has expired, Tenant shall have a one-time right of first offer to lease to Subtenant any space located on the fourth (4th) or fifth (5th) floors of the Building (the “ROFO Space”), which space shown on Exhibit Abecomes available during the initial Lease Term for direct lease from Landlord. If any ROFO Space becomes available during the initial Lease Term for direct lease from Landlord, containing approximately 4,205 Landlord shall give Tenant written notice thereof (the “ROFO Notice”). The ROFO Notice shall specify the location and rentable square feet footage of space the portion of the ROFO Space that is available for direct lease (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms Fair Market Rate as reasonably determined by Landlord for the Offer Space; provided, including however, that notwithstanding the rent to be paid foregoing, if the Fair Market Rate, as determined by Landlord, were less than the Base Rent rate payable under the Lease for the Offer Space and lease of the date on which initial Premises, then the Base Rent payable by Tenant for the lease of the Offer Space shall be included in equal to the Premises Base Rent rate applicable to the initial Premises. Tenant shall have five (5) business days (the “Offer NoticeAcceptance Period”). Sublandlord shall use good faith ) after its receipt of the ROFO Notice in determining which ADDENDUM TO OFFICE LEASE to exercise its right of first offer to lease by delivering to Landlord, before the rent amount for Acceptance Period expires, written notice executed by Tenant exercising the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects right of first offer to lease the entire Offer Space on the terms set forth and conditions contained in the Offer ROFO Notice; provided, however, that notwithstanding the foregoing, if Tenant timely exercises the right of first offer during the Acceptance Period, and Landlord and Tenant do not, within ten forty-five (1045) days after Sublandlord delivers the Acceptance Period expires, execute a mutually-satisfactory amendment to Subtenant the Lease adding the Offer Space to the Premises at the rate and otherwise on the terms and conditions contained in the ROFO Notice, then Tenant’s exercise of the right of first offer shall thereupon automatically terminate and be null and void and of no force or effect, whereupon Landlord shall no longer have any obligation under the Lease, this Addendum or otherwise to offer to lease any of the ROFO Space to Tenant under any circumstances. If Subtenant timely elects Tenant fails to deliver to Landlord, before the Acceptance Period expires, written notice executed by Tenant exercising the right of first offer to lease the Offer Space, then Sublandlord or if Tenant delivers such written notice to Landlord during the Acceptance Period, but Landlord and Subtenant shall Tenant do not execute an a mutually-satisfactory amendment to this SubleaseLease within the period of forty-five (45) days after the Acceptance Period expires, effective as of the date the Offer Space is to then Landlord shall thereupon be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer free to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists any other tenant or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all prospective tenant of the Offer Space but such notice provides for an expansionBuilding on any terms and conditions agreed to by them. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PARAGRAPH 4, right of first refusal(i) Tenant’s rights pursuant to this Paragraph 4 are personal to Tenant and nontransferable and shall automatically terminate if Tenant assigns the Lease, as amended, or other preferential right to lease some any of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 shall terminate if the Lease, as amended, to any person or entity (aother than pursuant to a Permitted Disposition) the Sublease or Subtenant’s right to possession of the Premises (subleases all or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the PremisesPremises to any person or entity (other than pursuant to a Permitted Disposition); and (ii) Tenant’s rights pursuant to this Paragraph 4 shall automatically terminate if, on the date of any ROFO Notice, a default or (c) less than two full calendar years remain in breach by Tenant under the initial Term of the SubleaseLease has occurred and is continuing after any applicable notice is given and any applicable cure period has expired.

Right of First Offer. The reference Provided that the Tenant is not in Default, Tenant shall have the Right of First Offer on additional marketable space (“Expansion Premises”) within the building (“Right of First Offer”) as it becomes available. Landlord shall provide Tenant with written notice of intention to market, including the economic terms, (“Suite 350” is hereby deleted Notice of Intent to Market”). Tenant shall have twenty (20) business days from Exhibit D attached receipt of written notice by Landlord to negotiate the economics for the Expansion Premises. Except for the economics, all other terms and conditions for the Expansion Premises shall be consistent with those applicable to the SubleasePremises. Subject If Tenant does not deliver to thenLandlord Tenant’s Acceptance Notice within the applicable 20-existing renewal business day period, Landlord shall have the right to market and lease such Expansion Premises to any person(s) other than Tenant on any terms Landlord desires and without offering or expansion options of other subtenantsfurther offering such Expansion Premises to Tenant, and provided Tenant shall have no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), further right of first offer to lease such Expansion Premises pursuant to Subtenant this Paragraph 47. Any Expansion Premises leased by Tenant will be added to the space shown on Exhibit APremises as of the date provided in the offer, containing approximately 4,205 rentable square feet of space (and the “Offer Space”) in an “AS-IS” condition; such offer shall Rent will be in writing and specify the terms for the Offer Space, including adjusted to reflect the rent to be paid for with respect to Expansion Premises in accordance with the offer. Tenant agrees to execute amendments to this Lease to reflect additions to the Premises resulting from the exercise of the Right of First Offer. Tenant's lease of any Expansion Premises pursuant to this Right of First Offer Space will be on all the terms and conditions set forth in this Lease, with the date on exception of the economics, which the Offer Space shall be included in the Premises (the “set as described above. This Right of First Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer NoticeExpansion Premises is personal to Tenant or any Permitted Transferee, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditiontransferable. Notwithstanding the foregoing, Tenant shall not have the Right of First Offer under this Paragraph 47 if before SublandlordTenant is in Default under this Lease at the time such Expansion Premises becomes available (and Landlord shall have no obligation to deliver to Tenant any Landlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer). If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect In addition to the exercise thereof (it being understood that each Right of Subtenant’s five rights First Offer, Tenant shall have the option to expand into contiguous space or relocate to another suite if space becomes available. Terms will be negotiated at the time of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all such expansion or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaserelocation.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options provisions of other subtenants, and provided no default by Subtenant existsArticle 8 of the Lease, Sublandlord shall, before offering shall notify Subtenant when any additional space in the same to any party Premises becomes available for sublease (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) ), including the terms upon which Sublandlord is willing to sublease the Offer Space. Any terms not included in an “AS-IS” condition; such offer notice shall be the same as set forth in writing and specify this Sublease. Subtenant shall have the right (“ROFO”), subject to approval by Landlord pursuant to Article 8 of the Lease, to sublease all of such Offer Space upon the terms set forth in Sublandlord’s notice; provided, that Subtenant shall have no such right, if Subtenant is then, or at any time prior to the commencement of the sublease terms for the Offer Space, including in default under this Sublease. Subtenant may exercise the rent ROFO by written notice to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises Sublandlord (the “Offer Exercise Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, ) within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease date of Sublandlord’s notice of availability of the Offer Space. If Sublandlord receives the Exercise Notice within such 10-day period, then and the terms for subleasing the Offer Space to Subtenant are approved by Landlord pursuant to Article 8 of the Lease, Sublandlord shall deliver the Offer Space to Subtenant upon the date such space is available and Subtenant shall execute prepare an amendment to this Sublease, effective Sublease adding the Offer Space to the Subleased Premises as of the date the Offer Space is to be included in the Premises, on of delivery upon the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to notice of availability, which amendment shall be executed by Subtenant within ten (10) days after Subtenant’s receipt of same from Sublandlord. If Sublandlord does not receive the Offer NoticeExercise Notice within such 10-day period, Sublandlord has received an offer shall be free to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of sublease the Offer Space to third parties on such any third-party upon any terms as and conditions acceptable to Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all and approved by Landlord pursuant to Article 8 of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.

Right of First Offer. The reference Prior to Landlord’s leasing any available space in the Building (the “Suite 350First Offer Space”), to any third party, Landlord shall offer to lease such space (the “Offered Space”) to Tenant at the Expansion Market Rent (defined below) and except as otherwise specified herein on the same terms and conditions as the Lease, provided however, that (a) if there are less than three (3) Lease Years left in the Term at the time Landlord is offering to lease the Offered Space, Tenant may lease the Offered Space only if Tenant has, and irrevocably exercises, an Extension Option set forth in Section 2.4.1 of the Lease for the entire Premises (as expanded by this First Amendment) so that the Offered Space shall be leased by Tenant for not less than a three (3) year term, (b) the Offered Space shall be leased by Tenant in its “as is” is hereby deleted from Exhibit D attached condition, and (c) the figures for Base Operating Expenses and Base Taxes applicable to the Sublease. Subject Offered Space shall be the actual amounts for the calendar year and fiscal year, respectively, in which the Offered Space is to thenbe delivered to Tenant, Any tenant or occupant of the Offered Space from time to time, any affiliate thereof, or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-existing renewal or expansion options party” for purposes of other subtenantsthis Section 2, and provided no default by Subtenant exists, Sublandlord shall, before Landlord shall be free to lease the Offered Space to any of the foregoing without offering the same to any party (other than the then-current subtenant or occupant therein), first Tenant. Any offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall by Landlord under this Section 2 may be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, accepted by Tenant by written notice given within ten (10) days after Sublandlord delivers to Subtenant the Offer Noticeof delivery of Landlord’s offer. If Subtenant Tenant does not timely elects to lease the Offer Spaceaccept Landlord’s offer, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 2 shall terminate if (a) be deemed conclusively waived by Tenant with respect to the Sublease or Subtenant’s right to possession next lease of the Premises Offered Space, and Landlord shall have no further obligation to offer the Offered Space to Tenant before next leasing the same to a third party, but this Section 2 shall apply to any other lease of First Offer Space. In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Offered Space and the rent therefor shall be documented by an Amendment to the Lease. Tenant’s rights under this Section 2 shall be rendered void, at Landlord’s election, if Tenant is in default (or subject to any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain applicable notice and cure periods set forth in the initial Term Lease) at the time Landlord offers any space to a third party or at the time Tenant’s lease of the Subleaseany Offered Space under this Section 2, would otherwise commence.

Right of First Offer. The reference to (a) If at any time during the Term of this Lease, any space on the second floor of the West Wing of the Building (the “Suite 350” ROFO Space”) becomes available for occupancy upon the expiration or earlier termination of the lease therefor between Landlord and a third party tenant (and provided that both (i) Tenant is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsnot then in default hereunder beyond all applicable notice and grace periods (if any), and provided no default by Subtenant exists, Sublandlord shall, before offering (ii) the same to any party Tenant named in Article 1 above is then occupying at least ninety percent (other than 90%) of the then-current subtenant or occupant thereinPremises for the conduct of the Permitted Uses), Tenant shall have the right of first offer to lease any such ROFO Space subject to Subtenant and in accordance with the space shown on Exhibit Aterms and conditions set forth in this Section 2.02 (“Tenant’s ROFO Right”). If at any time any ROFO Space shall become available for occupancy, containing approximately 4,205 rentable square feet of space Landlord shall notify Tenant thereof in writing (“Landlord’s ROFO Space Notice”), which notice shall include (i) the anticipated estimated date upon which such ROFO Space shall become available for occupancy by Tenant (the “Offer ROFO Commencement Date”), (ii) a floor plan showing the approximate rentable square footage thereof, and (iii) Landlord’s determination of the Fair Market Rent for such ROFO Space for a period coterminous with the Term of this Lease. Tenant shall have the right only to lease all such ROFO Space described in Landlord’s ROFO Space Notice (and not less than all of such ROFO Space) by giving written notice to Landlord (“Tenant’s ROFO Acceptance Notice”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises within fifteen (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (1015) days after Sublandlord delivers to Subtenant the Offer Tenant receives Landlord’s ROFO Space Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence essence. If Tenant so elects to lease the subject ROFO Space, such ROFO Space shall be leased by Landlord to Tenant upon the same terms and conditions contained in this Lease, except that: (A) Base Rent for the subject ROFO Space shall be equal to the Fair Market Rent therefor determined in accordance with Section 3.03(c) below (made applicable hereto by such changes and modifications as are required given the application hereof), (B) the subject ROFO Space shall be and become part of the Premises hereunder upon the delivery of such ROFO Space to Tenant, and (C) it is understood and agreed that, unless otherwise expressly provided in Landlord’s ROFO Notice, the subject ROFO Space shall be leased by Tenant in its then “as-is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable ROFO Space for Tenant’s use and occupancy or provide any allowance or contribution therefor. Following such election by Tenant, and effective as of the delivery of the applicable ROFO Space and for the balance of the Term of this Lease and any extension thereof: (x) the “Premises”, as used in this Lease, shall include the applicable ROFO Space; (y) any Additional Rent, charges and expenses due under this Lease and the number of parking spaces to which Tenant shall be entitled in the Parking Facilities shall be re-calculated to reflect the inclusion of the ROFO Space; and (z) the Base Rent shall equal the sum of the then current Base Rent provided for in this Lease plus the Base Rent for the applicable ROFO Space as determined herein. The foregoing provisions of this Section 2.02(a) shall be self-executing, but the parties agree that for purposes of confirming the foregoing, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease in form reasonably acceptable to both parties reflecting the foregoing terms and the incorporation of any ROFO Space. For the purposes hereof, space shall be deemed “available for occupancy” when (1) any lease or occupancy agreement (including extension periods thereunder) for such ROFO Space has expired or is due to expire within not less than six (6) months, (2) any expansion options, expansion rights or other rights to lease with respect to such ROFO Space which are set forth in any other lease or leases entered into prior to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)date hereof have expired or been waived, and Sublandlord may (3) Landlord is free to, and intends to, lease all or a portion of the Offer Space such space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasewithout restriction.

Right of First Offer. The reference Subject to “Suite 350” is hereby deleted from Exhibit D attached prior rights granted to any other tenants or other parties to lease available space in the Building and/or renew their existing leases at the Building, regardless of whether such rights are specified in such existing leases, in the event that at any time during the Term and/or Additional Extension Term as the case may be, any space contiguous to the SubleasePremises on the sixth (6th) floor of the Building shall become available for lease (the “Available Space”), then provided that Tenant is in possession of the Premises and not in default as set forth in Par. Subject to then-existing renewal or expansion options 23 of other subtenantsthe Lease, and provided no default by Subtenant existsfurther that Tenant’s financial condition and creditworthiness are reasonably satisfactory to Landlord, Sublandlord shall, before offering Landlord shall notify Tenant of the availability of the Available Space and the terms upon which Landlord proposes the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space be leased (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Available Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeLease Terms”). Sublandlord Tenant shall use good faith in determining have a period of ten (10) days from the rent amount for date of delivery of such notice within which to notify Landlord of its election to lease the Offer SpaceAvailable Space on the Available Space Lease Terms. The Offer Notice In the event Tenant does not so notify Landlord of its election to lease the Available Space within the aforesaid ten (10) day period, time being of the essence, Landlord shall be substantially similar free to lease the Offer Notice attached Available Space to any party as Landlord may elect upon such terms as Landlord and any proposed tenant of the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant Available Space may agree upon. In the event Tenant elects to lease the entire Offer Available Space on as aforesaid, a lease amendment shall be prepared incorporating the terms set forth in the Offer NoticeAvailable Space Lease Terms, and such lease amendment shall be executed by Tenant within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects of receipt thereof or Tenant’s right to lease the Offer SpaceAvailable Space shall, then Sublandlord at Landlord’s option, be rendered null and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offervoid. If Subtenant fails or is unable timely to Tenant does not exercise its right hereunderto lease the Available Space in accordance with this provision, then such right Landlord shall lapse, time being not be required to offer the Available Space to Tenant again. This option shall not be applicable during the last Lease Year of the essence with respect to Initial Term, nor the exercise thereof last two (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion 2) Lease Years of the Offer Space to third parties on such terms Additional Extension Term, as Sublandlord the case may electbe. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, The aforesaid right of first refusal, or other preferential right notification is personal to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space Tenant named herein and shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect not apply to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions assignee or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession subtenant of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseTenant.

Right of First Offer. The reference Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire 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 “Suite 350” is hereby deleted from Exhibit D attached be added to the Sublease. Subject original Premises, subject to then-existing renewal or expansion options the rights of other subtenants, tenants in the Building and provided no default by Subtenant exists, Sublandlord shall, before offering subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same to any party (other than tenant even if no extension or renewal rights are contained in the then-then current subtenant or occupant thereinlease), first offer Tenant shall have a one-time right (the “Right of First Offer”) to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) in an “AS-IS” condition; at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall be in writing and specify give written notice to Tenant of the terms for availability of the Offer Space, including the rent to be paid for the Right of First Offer Space and the date terms and conditions on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar Landlord intends to offer it to the Offer Notice attached to the Sublease as Exhibit E. Subtenant public and Tenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within have a period of ten (10) business days after Sublandlord delivers thereafter in which to Subtenant the Offer Notice. If Subtenant timely elects exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space is to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included in within the Premises, on Premises and subject to all the terms and conditions of this Lease, except as set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before SublandlordLandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) notice and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.follows:

Right of First Offer. The reference to “Suite 350” Provided that no event of default has occurred and is hereby deleted from Exhibit D attached to continuing under the Sublease. Subject to then-existing renewal or expansion options terms of other subtenantsthis Lease, and provided no default by Subtenant exists, Sublandlord shall, before offering the same subject to any party (rights granted to other than the then-current subtenant tenants occupying such space to extend or occupant thereinrenew their lease(s), Tenant shall have the right of first offer with respect to lease any space which becomes available on the fourth floor of the Building. Landlord shall give Tenant written notice ("Landlord's Notice") at least thirty (30) days prior to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which any such space ("Expansion Space") is expected to become available and the Offer terms under which Landlord is willing to lease such Expansion Space to Tenant (including the initial Base Rent, rights to extend, if any, and how the Base Rent will be determined during such extended terms), and Tenant shall have the right to be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord exercised in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers thereafter, to Subtenant the Offer Notice. If Subtenant timely elects agree to lease the Offer Space, then Sublandlord such space upon said terms and Subtenant conditions. Landlord shall execute prepare and deliver to Tenant an amendment to this Subleaselease or a lease for any such Expansion Space, effective as of the date the Offer Space is to be included substantially in the Premises, on same form as this Lease but incorporating the terms set forth and conditions contained in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Landlord's Notice, Sublandlord has received an offer and if Tenant does not enter into such amendment or lease within ten days thereafter, Tenant will be deemed to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise have waived its right hereunder, then such right shall lapse, time being of the essence first offer with respect to that particular portion of Expansion Space offered and Landlord may offer the exercise thereof (it being understood Expansion Space to any party upon terms that each of Subtenant’s five rights Landlord deems appropriate. Tenant's right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion shall be ongoing during the duration of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission Lease Term with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession portion of the Premises (or any portion thereof) is terminatedExpansion Space not previously included in a Landlord's Notice, (b) Subtenant assigns any notwithstanding Tenant's refusal of its interest in this Sublease or sublets any portion of Expansion Space offered to Tenant at any time during the Premises, Lease Term. Nothing in this Section is intended to preclude or (c) less than two full calendar years remain in limit Landlord's right to grant tenants of such Expansion Space renewal rights or expansion rights which shall have priority over the initial Term rights of the SubleaseTenant under this Lease.

Right of First Offer. The reference to “Suite 350” Provided (i) no Tenant default has occurred and is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantscontinuing hereunder, and provided no default by Subtenant exists, Sublandlord shall, before offering (ii) Tenant has not assigned this Lease nor sublet all or any portion of the same to any party Premises (other than the then-current subtenant an assignment or occupant thereinsublease to an affiliated entity which controls, is controlled by, or under common control with, Tenant), Tenant shall have a continuing right of first offer to lease to Subtenant the space shown contiguous to the Premises in the Building as more particularly described on Exhibit A, containing approximately 4,205 rentable square feet of space “A-2” attached hereto and incorporated herein by reference (the “Offer Expansion Space”) in an “AS-IS” condition; at such offer time as said Expansion Space becomes available for lease during the Lease Term and any extensions thereof. At such time as the Expansion Space initially becomes available for lease and prior to marketing the Expansion Space for lease to the general public, Landlord shall be notify Tenant in writing and specify of Landlord’s intention to market the terms for the Offer Space, including the rent to be paid for the Offer Expansion Space and the date on rental rate and terms and conditions of lease which Landlord intends to propose for the Expansion Space (collectively, the “Offer Space Terms”). Tenant shall be included in the Premises have five (5) business days after its receipt of such written notice from Landlord (the “Offer NoticeLetter of Intent Negotiation Period”). Sublandlord shall use good faith ) in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar order to the Offer Notice attached negotiate with Landlord to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects enter a mutually acceptable letter of intent to lease the entire Offer Expansion Space based on the terms set forth in Offer Terms. Landlord shall not, during the Offer NoticeLetter of Intent Negotiation Period, within ten (10) days after Sublandlord delivers lease, offer to Subtenant the Offer Notice. If Subtenant timely elects lease or agree to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment Expansion Space to this Sublease, effective as of any other party unless Tenant advises Landlord that Tenant is not interested in leasing the date the Offer Expansion Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent accordance with the Offer Notice termsTerms. In the event that Tenant does not agree to such Offer Terms during the Letter of Intent Negotiation Period, then, after such period, Landlord may market the Expansion Space upon such terms of this Sublease; however, Subtenant and conditions as are reasonably acceptable to Landlord Tenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its have no further rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise thereof (it being understood that each of Subtenant’s five rights this right of first offer. In the event Tenant agrees to the Offer Terms within the Letter of Intent Negotiation Period as hereinabove described, then Tenant and Landlord will negotiate in good faith and with due diligence an agreement for the lease of the Expansion Space. Landlord shall not, during the thirty (30) day period immediately following Tenant’s agreement to the Offer Terms (the “Lease Negotiation Period”), lease, offer hereunder is a one-time right only to lease or agree to lease the Expansion Space to any other party. In the event that Landlord and Tenant are unable in good faith to agree to the terms of such lease within the Lease Negotiation Period, then thereafter Landlord may market the Expansion Space upon such terms and conditions as are reasonably acceptable to Landlord whereupon Tenant shall have no further rights with respect to each Offer Space)the Expansion Space until such time as the Expansion Space again becomes available for lease, and Sublandlord may lease all or a portion of whereupon Tenant shall again have the Offer Space option to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseoffer.

Right of First Offer. The reference to University hereby grants IDC an ongoing right of first offer (“Suite 350” is hereby deleted from Exhibit D attached Expansion Space ROFO”) with respect only to the Sublease. Subject five (5) areas delineated in orange on the attached Exhibit E (“Expansion Spaces”) and referred to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party individually as Lab 4 (other than the then-current subtenant or occupant therein1,470 RSF), first BSL III Suite (528 RSF), Office 300X (150 RSF), Office 300W (150 RSF) and Dark Room 300 LL (112 RSF), on the following terms and conditions. At such time as University intends to offer to lease to Subtenant one or more of the space shown on Exhibit AExpansion Spaces for sublease, containing approximately 4,205 rentable square feet University shall so notify IDC (“Expansion Space ROFO Notice”), which notice shall include the designation of space the portions of the Expansion Spaces being offered (the “Offer Offered Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space such space shall be included in available for sublease. IDC shall have five (5) business days from receipt of such notice to notify University that IDC agrees to sublease the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall Offered Space to be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space effective on the terms date set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer NoticeExpansion Space ROFO Notice and otherwise as set forth herein. If Subtenant IDC timely elects to lease the Offer Spaceexercises its Expansion Space ROFO, then Sublandlord the Offered Space shall be added to the Sublease Premises as of the date set forth in the Expansion Space ROFO on all of the terms and Subtenant conditions of this Sublease and the parties shall execute enter into an amendment to this Sublease, effective as Sublease within twenty (20) days of IDC’s timely exercise. The Base Rent payable by IDC to University for the Offered Space shall be at the same per RSF rate then applicable to the balance of the date the Offer Space is to Sublease Premises and Subtenant’s Pro-rata Share of Additional Rent shall be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offercorrespondingly adjusted. If Subtenant fails or is unable IDC does not timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 paragraph and enter into a sublease for the Offered Space as provided in the preceding sentence, University shall be free to sublease such space to another occupant. This Expansion Space ROFO may not be exercised by (a) any sublessee of IDC or (b) any assignee of IDC which is not a result of an acquisition of or merger with IDC, and shall be exercisable by IDC only if a default exists or Subtenant IDC is not then occupying in default under this Sublease beyond applicable notice and cure periods. Notwithstanding anything to the entire Premises. For purposes hereofcontrary, if an Offer Notice is delivered for less than all any exercise by IDC of the Offer Expansion Space but such notice provides for an expansion, right of first refusal, or other preferential right ROFO shall be contingent upon receiving Master Landlord’s written consent to lease some the sublease of the remaining portion of the Offer Space, then such remaining portion of the Offer Offered Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseIDC.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or All expansion options rights, rights of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet and rights of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms first refusal set forth in the Offer NoticeAmended Lease are hereby deleted in their entirety. The following right of first offer (the “Right of First Offer”) is added to the Lease reading as follows: Subject to the preexisting rights of the existing tenants listed on Exhibit I attached hereto, within ten if at any time during the Term, any space on the 50th floor of the Building (10the “ROFO Space”) days after Sublandlord delivers to Subtenant becomes available for lease and if Tenant is not then in Default under the Offer Notice. If Subtenant timely elects to Lease, then Landlord shall not lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment ROFO Space to this Sublease, effective as any party without first giving Tenant (i) notice (the “ROFO Notice”) of the availability of the ROFO Space which shall include a description and depiction of the space, the proposed term, including the date the Offer such ROFO Space is will be available, and rental rate (including escalations, if any), abatements and allowances, if any, and other economic concessions that Landlord believes that it would agree to be included in the Premises, on the terms set forth in the Offer Notice and, with respect to the extent not inconsistent with ROFO Space (collectively the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party OfferOffered Terms”) and such Third Party modifications to the Offered Terms which would be required if Tenant were to exercise the Right of First Offer includes space in excess (hereinafter defined) on account of the Offer Spacefact that the remaining Term may be longer or shorter than that proposed by Landlord in the Offered Terms (the “Modified Offered Terms”) and (ii) five (5) business days after the date of such notice in which to commit in writing to lease the ROFO Space on the Modified Offered Terms for the remainder of Term, Subtenant must exercise its rights hereunderand otherwise on the terms, if at all, as to all of the space covenants and conditions contained in this Lease (the Third Party “Right of First Offer”). If Subtenant fails Tenant fails, refuses or is otherwise unable timely to exercise its commit to such a lease within the five (5) business day period, Landlord shall have the right hereunder, then such right shall lapse, time being of to lease the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer ROFO Space to any third party or parties on such terms as Sublandlord may electare acceptable to Landlord, provided, however, Landlord shall not lease such space to a third party or parties if the net effective rental rate offered to such third party or parties is less than ninety two and one-half percent (92.5%) of the net effective rental rate delivered to Tenant without providing another five (5) business day period for Tenant to commit in writing to lease such ROFO Space for the remainder of the Term upon the revised Modified Offered Terms reflecting the same net effective rental rate as offered to such third party or parties. Subtenant If Tenant commits to such Modified Offered Terms, Landlord and Tenant shall promptly execute an amendment to the Lease incorporating the ROFO Space into the Premises on the revised Modified Offered Terms. The Right of First Offer is personal to the Tenant first named in the Lease and may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed exercised by any broker assignee (other than a Permitted Assignee), subtenant or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasetransferee.

Right of First Offer. The reference 4.2 For the purpose of incorporating Article 15 of the Master Lease into this Sublease and construing its meaning, the word Landlord shall mean Master Landlord, the word Tenant shall mean Directrix, the word Premises shall mean Directrix Premises, and the word Lease shall mean this Sublease. Therefore, all obligations of Master Landlord to “Suite 350” complete Landlord's Work contained in Master Lease Article 15 or the Work Letter, shall run directly between Directrix and Master Landlord with respect to Directrix Premises. Notwithstanding the provisions of Section 4.1 above, the time limits contained in Article 15 of the Master Lease for the giving of notices, making of demands or performing of any act shall NOT be deemed shortened. Playboy will exercise due diligence in attempting to cause Master Landlord to perform its obligations under Article 15 of the Master Lease for the benefit of Directrix and the Directrix Premises, but Playboy shall have no responsibility to Directrix for Master Landlord's failure to so perform. Directrix shall pay one half of the Shared Excess which is hereby deleted from Exhibit D attached solely attributable to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Other Office Work Allowance (other than increases in the thencost of Other Work Allowance which results from Above-current subtenant Standard Work requested by Directrix which shall be payable solely by Directrix) if any, directly to Master Landlord in accordance with the requirements of the Master Lease. Directrix shall pay one third of the Shared Excess which is solely attributable to the Base Building Work (other than increases in the cost of Base Building Work which results from Above-Standard Work, which if requested by Playboy shall be payable solely by Playboy and if requested by Directrix, shall be payable solely by Directrix) in accordance with the requirements of the Master Lease. Directrix shall have no responsibility for Playboy's share of the Shared Excess attributable to the Playboy Office Work. Anything contained herein to the contrary notwithstanding, except for the cost of any special services requested by Playboy or occupant thereinDirectrix (which shall be paid by the requesting party), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer Directrix shall pay or there shall be in writing and specify charged against the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar Landlord Work Allowance attributable to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Directrix Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain design fees which are not the Master Landlord's responsibility. Each of Directrix and Playboy shall pay any additional costs of Landlord's Work for Above-Standard Work they request and shall bear all costs occasioned by any delay in the initial Term completion of the SubleaseLandlord's Work as a result of such Above-Standard Work.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Tenant shall have a continuing right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant on First Offer Space (as defined below) during the space shown period beginning on Exhibit Athe Commencement Date and expiring October 31, containing approximately 4,205 rentable square feet of space 2012 (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeRight of First Offer”). Sublandlord shall use good faith in determining the rent amount for the As used herein, “First Offer Space. The Offer Notice ” shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth mean any space in the Building during the Right of First Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionperiod. Notwithstanding the foregoing, if before Sublandlordthe right to occupancy with respect to any such exercised Right of First Offer shall commence only following the expiration or earlier termination of any then existing lease pertaining to each such particular First Offer Space (each an “Existing Lease”), including any renewal of such Existing 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. Landlord shall provide written notice to Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties. The First Offer Notice shall include the Base Rent upon which Landlord agrees to offer the First Offer Space to Tenant, which Base Rent shall be the then current market rate terms being offered by Landlord. Tenant shall have fifteen (15) business days following the date of Landlord’s delivery to Subtenant of the First Offer Notice to Tenant to exercise its Right of First Offer by providing Landlord with an irrevocable written notice (“Election Notice, Sublandlord has received an offer ”) that Tenant elects to lease all or part of the First Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained described in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of First Offer Notice on the essence with respect to same terms as set forth herein except for Base Rent for the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the First Offer Space which shall be as set forth in the First Offer Notice. Tenant shall not be permitted to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for lease less than all of the First Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of described in the remaining portion of First Offer Notice. In the Offer Spaceevent that Landlord does not receive Tenant’s Election Notice within the applicable time period set forth above, then such remaining portion Tenant shall be deemed to have declined to exercise its Right of the First Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to the applicable First Offer Space and Landlord shall be flee to lease the space described in the Offer to any space leased third party on such terms and conditions as Landlord may elect. In the event that Tenant does not give an Election Notice with respect to a particular First Offer Space by Subtenant under this Section 5the expiration of the required time period therefor, and Subtenant and Sublandlord shall each indemnify the other against all costsLandlord does not lease such First Offer Space within six (6) months thereafter, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any then Tenant may notify Landlord of its interest in this Sublease or sublets any portion of additional space and Landlord shall provide another First Offer Notice to Tenant with respect to the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseapplicable First Offer Space.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options rights of other subtenantstenants in the building, and provided no default pursuant to the following, Lessee shall have a one time right to lease in whole and not in part, or unless otherwise agreed to in writing by Subtenant existsLessor and Lessee, Sublandlord shallall of the “Expansion Space” adjacent to its Demised Premises as delineated on Exhibit A pursuant to the following terms and conditions: Should Lessor receive a bonafide third party offer for all the Expansion Space, before offering Lessor shall notify Lessee in writing (“Lessor’s Notice”) of its intention to lease said Expansion Space to a third party. Within five (5) business days of Lessor’s Notice, Lessee must notify Lessor in writing of its intention to lease all of said Expansion Space (“Lessee’s Notice”) at the same to any party (other Basic Rent and terms and conditions of the Lease on the Demised Premises but in no event shall the Basic Rent be less than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms then Fair Market Rate for the Offer Space, including Expansion Space as determined in Article 32(a). The Term of the rent to be paid Lease for the Offer Space and the date on which the Offer Expansion shall not be less than five years. Should Lessee exercise this right, all of said Expansion Space shall be included in the added to Lessee’s Demised Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount and commencement of Basic Rent for the Offer Space. The Offer Expansion Space shall occur thirty (30) days from the date of Lessee’s Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Expansion Space. Notwithstanding anything contained herein to the contrary, Lessee shall accept said Expansion Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Noticeits “As-Is” condition and shall be responsible for any improvements for said Expansion Space. If Subtenant timely elects after five (5) business days Lessee has not notified Lessor in writing pursuant to lease the Offer Spaceconditions above, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to Lessor may lease all or part of the Offer Expansion Space from a to any third party (a “Third Party Offer”) without any further obligation to Lessee. This Right of First Refusal will, therefore, expire and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right Lessee shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right have no further option to lease some the Expansion Space for the remainder of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this SubleaseLessee’s lease term. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Coty Lease 19 Bldg 100 032400 Final

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to provisions of this Paragraph 59, commencing on the first day of the Fourth Lease Year or such sooner date that Tenant has leased all of the Expansion Increments, and continuing thereafter throughout the Lease term, as the same may be extended by the renewal options set forth in Paragraph 60 below (but not during the final nine (9) months of the Lease term, as extended, unless Tenant exercises any then-existing renewal or expansion options unexpired Renewal Option in accordance with terms of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereinRenewal Option), Tenant shall have a continuing right of first offer to lease space located on the two (2) floors immediately below the lowest floor of the Building on which Tenant then leases space (each a “ROFO Floor”), if such space is or becomes “available for lease” (each a “First Offer Increment”). A First Offer Increment shall not be deemed “available for lease” if the tenant under an expiring lease of such space renews or extends its lease, whether pursuant to Subtenant a renewal option or a new arrangement with Landlord. Upon Landlord obtaining knowledge that a First Offer Increment is or will be available for lease, Landlord shall send Tenant a written notice (a “First Offer Notice”) which (i) identifies the space shown on Exhibit A, containing approximately 4,205 First Offer Increment and specifies the rentable square feet footage thereof, (ii) specifies the estimated availability date of space the First Offer Increment (the “Offer SpaceROFO Target Date”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on length of the term for which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Landlord intends to lease the entire First Offer Space on the terms set Increment, and (iii) sets forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as Landlord’s good faith determination of the date Fair Market Rent (as defined in Paragraph 59.c. below) for the First Offer Space is to be included in Increment for the Premises, on the terms set forth in the Offer Notice intended lease term and, to if fair market terms include a tenant improvement allowance or other market concessions, Landlord’s good faith determination of the extent not inconsistent with the Offer Notice terms, the terms amount of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionsuch allowance and other market concessions. Notwithstanding the foregoing, if before Sublandlord’s delivery Landlord shall not send a First Offer Notice to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party Tenant more than twelve (a “Third Party Offer”12) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect months prior to the exercise thereof (it being understood that each estimated availability date of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each First Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseIncrement.

Right of First Offer. The reference Landlord grants to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Tenant a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer (“ROFO”) to lease to Subtenant the space shown on Exhibit ASuite 3610, containing totaling approximately 4,205 rentable 10,000 square feet of space (the “Offer ROFO Space”) in an “AS-IS” condition; such offer ), should it come available during the Lease Term. The ROFO shall be subordinate and secondary to all rights of expansion, rights of first refusal, rights of first offer, or similar rights granted to tenants under any existing tenant space leases within the Building and existing as of the effective date of this Amendment. The rights described in writing this Paragraph shall be known collectively as “Superior Rights.” Landlord shall give Tenant written notice when Landlord determines that the ROFO Space is available for lease (the “ROFO Notice”), as long as no Superior Right has been exercised or asserted. The ROFO Notice shall state the estimated date that Landlord then-anticipates the ROFO Space will be available for delivery to Tenant. All other terms and specify conditions for leasing the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer ROFO Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Lease, including the Base Rent rate per square foot, Common Expenses, and remaining Lease Term, and a tenant improvement allowance of $3.00 per square foot prorated by the number of months left in the Term upon rent commencement of the ROFO Space divided by 64, but excluding any tenant improvements by Landlord and other tenant inducements similar thereto. If Tenant wishes to exercise the ROFO, Tenant shall deliver to Landlord written notice (“Exercise Notice”), which shall be irrevocable, fifteen (15) business days after receipt of the ROFO Notice, within ten (10) days after Sublandlord delivers Tenant must elect to Subtenant exercise the Offer NoticeROFO, if at all, only with respect to all of the ROFO Space, and Tenant may not elect to lease only a portion of such space. If Subtenant Tenant fails to timely elects deliver the Exercise Notice, Tenant shall be deemed to have waived its ROFO and Landlord shall thereafter be free to lease the Offer SpaceROFO Space to any third party. If Tenant timely delivers the Exercise Notice, then Sublandlord (a) Landlord and Subtenant Tenant shall execute an amendment to this Subleasethe Lease to incorporate the ROFO Space, effective and to set Base Rent and Tenant’s new proportionate share of Common Expenses, as well as any other matters that depend for their calculation on the area of the date Premises; and (b) Landlord, at its sole expense, will either remove the Offer Space is to be included demising wall between the Premises and the ROFO Space, or provide openings in the Premisesdemising wall between the Premises and the ROFO Space to facilitate Tenant’s use of the combined premises. The ROFO described in this Paragraph 6 supersedes and replaces any rights of first offer, on the terms rights of first refusal, and similar rights set forth in the Offer Notice and, Lease prior to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseAmendment.

Right of First Offer. The reference to “Suite 350” Provided this Lease is hereby deleted from Exhibit D attached to in full force and effect and there is no Event of Default, Tenant shall have the Sublease. Subject to thenone-existing renewal or expansion options time right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the entirety of the space on the 200 level (1st) floor of Building C that is immediately adjacent to the Premises that is shown on Exhibit A, containing approximately 4,205 rentable square feet of space (E as the “Offer ROFO Space”) ” ,subject to and in an “AS-IS” condition; such offer accordance with the terms and conditions set forth in this Section 2.02. If at any time from and after the Term Commencement Date the ROFO Space shall be become available, Landlord shall notify Tenant thereof in writing and specify (“Landlord’s ROFO Space Notice”), which notice shall include the terms anticipated estimated date upon which such ROFO Space shall become available for occupancy by Tenant , the proposed term for the Offer Space, including the rent to be paid for the Offer ROFO Space and the date on economic terms upon which the Offer Space shall Landlord would be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects willing to lease the entire Offer ROFO Space on to Tenant. Tenant shall have the terms set forth right to lease all such ROFO Space described in the Offer Notice, Landlord’s ROFO Space Notice only by giving written notice to Landlord within ten (10) days after Sublandlord delivers to Subtenant the Offer Tenant receives Landlord’s ROFO Space Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence essence. If Tenant so elects to lease the ROFO Space, such ROFO Space shall be leased upon the terms and conditions contained in the Landlord’s ROFO Space Notice. To confirm Tenant’s election to lease the ROFO Space as set forth above, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease reflecting the terms as set forth in Landlord’s ROFO Space Notice. For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) has expired or is due to expire within not less than six (6) months, or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder such ROFO Space have expired or been waived and Landlord is a one-time right only with respect free to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space such space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasewithout restriction.

Right of First Offer. The reference to “Suite 350” Provided Tenant is hereby deleted from Exhibit D attached to not in default hereunder beyond any applicable cure periods at the Sublease. Subject to then-existing renewal time of Tenant's exercise of the option described in this Paragraph 11 or expansion options at the commencement of other subtenantsthe option term, and provided no default subject to all other options held by Subtenant existsexisting tenants of the Building as of the date of this Lease, Sublandlord shall, before offering Tenant shall have the same to any party (other than the then-current subtenant or occupant therein), right of first offer with respect to lease to Subtenant the space Option Space #1, Option Space #2 or Option Space #3 all as shown on Exhibit A, containing approximately 4,205 rentable square feet "D" attached hereto (individually and collectively referred to herein as the "Option Space" hereinafter) that is vacant or becomes vacant in the Building. Prior to leasing any of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Option Space, including the rent to be paid for the Offer Space and the date on which the Offer Space Landlord shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects give Tenant written notice of its intent to lease the entire Offer Option Space. If the Option Space on consists of any combination of Option Space #1, Option Space #2 and Option Space #3, Tenant may exercise such right as to any one, two or three of the terms set forth in Option Spaces being offered and therefore is not required to exercise such right as to all the Offer Notice, within Option Space offered. Tenant shall have ten (10) business days after Sublandlord delivers in which to Subtenant the Offer Noticeprovide Landlord with written notice of its election to exercise such right. If Subtenant timely Tenant does not give Landlord written notice of its election to lease such Option Space within the ten (10) business day period, Landlord shall thereafter be free to lease such Option Space to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of first offer, and Tenant elects not to lease the Offer Spacespace, then Sublandlord and Subtenant the space so offered shall execute an amendment not be subject to this Subleaseright of first offer, effective and thereafter Landlord shall not be obligated to offer said space to Tenant. In the event Tenant elects to exercise its Option described in this Paragraph 11 during the first two (2) years of the initial Term, the Base Rent payable for the Option Space shall be at the same Base Rent rate in effect for the Premises as of the date the Offer Option Space is delivered to be included in Tenant and shall escalate at the same time and at the same rate as the Base Rent for the Premises, on . The lease term for the terms set forth in the Offer Notice and, to the extent not inconsistent Option Space shall be coterminous with the Offer Notice terms, the Lease. All other terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant and conditions of the Offer Notice, Sublandlord has received an offer to lease all or part of Lease shall remain the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasesame.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to If at any time during the Sublease. Subject to Term of this Lease, the -------------------- ROFR Space shall become vacant and available for occupancy, then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant existsexcept as hereinafter provided, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Landlord shall notify Tenant in writing (the “"Offer Space”Notice") in an “AS-IS” condition; such offer that the ROFR Space will be available for leasing, which Offer Notice shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and set forth the date on which the ROFR Space will be available for leasing and Landlord's good faith determination of the market Base Rent and all other financial considerations for such ROFR Space (including, for example, any tenant improvements allowance). If Tenant shall desire to lease such ROFR Space, Tenant shall notify Landlord in writing ("Tenant's Election Notice") within ten (10) business days after receipt of the Offer Space Notice. If Tenant delivers a Tenant's Election Notice, then Tenant shall be included irrevocably obligated to lease the ROFR Space in accordance with the Premises provisions of this Section. If Tenant shall fail to notify Landlord of such election within such ten (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice 10) business day period, Tenant shall be substantially similar deemed to have irrevocably waived its right to lease the Offer Notice attached ROFR Space and Landlord shall have the right to the Sublease lease such ROFR Space or any portion thereof to a third party, on such terms as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant Landlord may elect, but subject to Tenant's right of first refusal set forth above. If Tenant elects to lease the entire Offer ROFR Space, then (i) the ROFR Space on shall be added to and deemed part of the Premises upon all of the terms and conditions contained in this Lease except as otherwise set forth in this Section; (ii) the Base Rent shall be the Base Rent set forth in the Offer Notice, within ten ; (10iii) days after Sublandlord delivers Tenant's obligation to Subtenant pay rent with respect to the Offer Notice. If Subtenant timely elects to lease ROFR Space shall commence on the Offer Space, then Sublandlord date Landlord makes the ROFR Space "available" (as set forth in Paragraph B of Exhibit B hereof); (iv) Tenant's Proportionate Share shall be proportionately increased and Subtenant (v) Landlord and Tenant shall execute and deliver to each other an amendment to this Sublease, effective as Lease setting forth (1) a description of the ROFR Space, (2) the effective date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part inclusion of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer ROFR Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof and (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a3) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest increase in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseBase Rent and Proportionate Share resulting from such inclusion.

Right of First Offer. The reference to TPG SPECIALTY LENDING, INC. (“Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereinTPG”), acting for itself or for any applicable Affiliate, shall have a right of first offer on any future debt financings sought by Borrower, Guarantor or any Affiliates thereof for up to lease $1,000,000,000.00 (inclusive of the Loan) of project financing to Subtenant develop Additional Phases of the space shown on Exhibit ADevelopment Property and any future Sunseeker-branded or other resort projects outside of Port Charlotte, containing approximately 4,205 rentable square feet Florida developed or sponsored by Guarantor or any of space its Affiliates (each such development, a “ROFO Development”). Prior to Borrower, Guarantor or any Affiliates thereof seeking financing with respect to a ROFO Development, Borrower, Guarantor or such Affiliate shall first provide written notice (the “Offer SpaceROFO Notice”) in of an “AS-IS” condition; such offer shall be in writing and specify to TPG to finance the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises ROFO Development (the “Offer NoticeROFO Offer”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within Within ten (10) days Business Days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as receipt of the date ROFO Notice, TPG shall provide a written notice (the Offer Space is “ROFO Election Notice”) to be included in Borrower, Guarantor or such Affiliate electing to either (i) negotiate the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant financing of the Offer NoticeROFO Development or (ii) decline the ROFO Offer, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of SubtenantTPG’s five rights of first offer hereunder is failure to deliver a one-time right only with respect ROFO Election Notice to each Offer Space)Borrower, and Sublandlord may lease all Guarantor or such Affiliate within such ten (10) Business Day period shall be deemed a portion rejection of the Offer Space ROFO Offer. If TPG makes a ROFO Election Notice, TPG and Borrower, Guarantor or such Affiliate shall negotiate exclusively and shall use commercially reasonable efforts to negotiate definitive terms for financing the ROFO Development within 45 days after the date of such ROFO Election Notice, subject to any extensions of time mutually agreed between TPG and Borrower, Guarantor or such Affiliate. If the parties are unable to come to a mutual agreement on definitive terms within such 45 days, Borrower, Guarantor or such Affiliate may -98- seek financing from third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying party lenders for the entire Premises. For purposes hereofROFO Development, provided that, if an Offer Notice such financing is delivered for on terms less favorable to Borrower, Guarantor or such Affiliate than all of the Offer Space but terms offered by TPG (or its Affiliate, as applicable) to Borrower, Guarantor or such notice provides for an expansionAffiliate, right of Guarantor or such Affiliate shall not be permitted to finance the ROFO Development without first refusalpresenting such other financing terms to TPG (or its Affiliate, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the as applicable). The provisions of this SubleaseArticle XII shall survive the expiration and termination of this Agreement and the payment and performance of the Obligations for a term of five (5) years. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTPG’s rights under this Section 5 Article XII shall terminate if (a) the Sublease or Subtenant’s right not be assignable except to possession an Affiliate of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLender.

Right of First Offer. The reference Provided the Lease is in full force and effect and no event of default shall exist under the Lease at the time, Tenant shall have a right of first offer (the “Right of First Offer”) to lease the space on the sixth floor of the Building (the “Suite 350” is hereby deleted from Exhibit D attached ROFO Space”) as such space becomes available for rent. Such Right of First Offer shall be subject to and subordinate to all options and rights of other existing tenants of the Sublease. Subject Building, including but not limited to then-existing renewal or and expansion options and rights. Before Landlord markets any portion of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same ROFO Space to any party (other than the then-current subtenant occupant, if any, or occupant therein)those having a prior right, first offer to lease to Subtenant Landlord shall notify Tenant of the space shown on Exhibit A, containing approximately 4,205 rentable square feet availability and description of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer ROFO Space and the date on basic terms under which Landlord is going to market the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer ROFO Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten Within five (105) business days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapsenotice, time being of the essence essence, Tenant shall give Landlord written notice that it either does or does not wish to enter into a lease with Landlord for the ROFO Space on the terms presented by Landlord to Tenant. In the event that Tenant’s notice provides that it does not wish to enter into a lease for the ROFO Space on the terms presented by Landlord to Tenant, or if Tenant fails to give Landlord the notice of its desires respecting the ROFO Space within the above-stated five (5) business day period, then Landlord shall be entitled to proceed to market and/or lease the ROFO Space to a third party free and clear of Tenant’s Right of First Offer and such right shall be deemed forever terminated with respect to the exercise thereof ROFO Space described in the notice from Landlord. In the event that Tenant gives Landlord a notice as required above that Tenant wishes to lease the ROFO Space from Landlord, then Tenant shall have fifteen (it 15) business days from the date of Tenant’s notice within which to sign a mutually acceptable new lease covering the ROFO Space or to amend this Lease in a mutually acceptable manner by adding the ROFO Space. In the event Tenant fails to sign such a lease or amendment to this Lease within said fifteen (15) business day period, time being understood that each of Subtenant’s five rights the essence, then Landlord shall be entitled to proceed to market and/or lease the ROFO Space to a third party free and clear of first offer hereunder is a one-time such right only and such right shall be deemed forever terminated with respect to each the ROFO Space described in the notice from Landlord. Tenant shall accept the ROFO Space in its “as is” condition, unless otherwise specified in Landlord’s notice. The Right of First Offer Space), granted herein shall be personal to Tenant and Sublandlord may lease all shall not be utilized by any assignee or a portion sublessee approved and/or permitted under Paragraph 16 of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Building III. In addition to the Subleaseoption set forth in subsection 7(a) above, at all times during the Term of this Lease, Landlord grants Tenant a continuous right of first offer (“Right of First Offer for Building III”) on all or any portion of Building III in accordance with the provisions contained in this Section. Subject At such time as Landlord desires to then-existing renewal lease 11 O1037432.2 5/9/2014 all or expansion options any portion of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Building III (other than the then-current subtenant or occupant therein“Right of First Offer Space for Building III”), first Landlord shall give written notice thereof to Tenant specifying the terms and provisions upon which Landlord would offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet Right of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the First Offer Space and the date on which the for Building III to third parties (“Landlord’s Offer Space shall be included in the Premises (the “Offer NoticeNotice for Building III”). Sublandlord Tenant shall use good faith in determining the rent amount for the Offer Space. The have five (5) business days after receipt of Landlord’s Offer Notice shall be substantially similar for Building III within which to give Landlord notice of its election to exercise its Right of First Offer for Building III as to the Right of First Offer Space for Building III (“Tenant’s Offer Notice attached for Building III”). Tenant’s Right of First Offer for Building III is subject and subordinate only to (a) the Sublease as Exhibit E. Subtenant shall notify Sublandlord existing expansion rights of other tenants in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth Building III in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective place as of the date hereof, which are existing lease rights to occupy its leased space, renewal rights and a right of first refusal and right of first offer of Metavante, and (b) the Offer Space is to be included in the Premises, on the terms set forth in the rights of first opportunity for Building III held by Schwab. If Tenant does not timely give Tenant’s Offer Notice and, to the extent for Building III or notifies Landlord that Tenant does not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely elect to exercise its right hereunderRight of First Offer for Building III, then such right it will be presumed that Tenant has waived its Right of First Offer for Building III and Landlord shall lapse, time being be free to lease the Right of the essence First Offer Space for Building III to anyone to whom it desires and Tenant will have no further expansion rights with respect to Building III pursuant to this Section 7(b) until any Right of First Offer Space for Building III again becomes available. Unless expressly waived by Landlord, Tenant’s Right of First Offer for Building III is conditioned upon Tenant not being in default under the Lease at the time of the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Right of First Offer for Building III or on the date the Tenant’s occupancy of the Right of First Offer Space for Building III is scheduled to third parties on such terms as Sublandlord may electcommence. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.)

Right of First Offer. The reference As long as Tenant is not in Default under the Lease, or any amendments thereto, and subject to “Suite 350” is hereby deleted from Exhibit D attached any extension, expansion, option or modification rights currently in existence to other tenants of Landlord in the Building prior to the Sublease. Subject to then-existing renewal or expansion options date of other subtenants, and provided no default by Subtenant exists, Sublandlord shallthis Lease (a list of such rights is attached hereto as Exhibit H), before offering to lease, during the same Term, space in the Building which is contiguous to any party space then directly leased by Tenant (other than the then-current subtenant or occupant therein)collectively, first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be ), Landlord will notify Tenant in writing of the availability of the particular Offer Space, the monthly rent (taking into account current leasing inducements, leasing concessions, and specify the terms for tenant improvement allowances), square footage of the Offer Space, including the rent to term for such Offer Space (which shall be paid coterminous with the Term for the Premises), and rental increases (“Rental Terms”) on which it would be willing to lease the particular Offer Space in the Building to Tenant and shall provide to Tenant a form of lease agreement or amendment acceptable to Landlord therefor (“Right of First Offer to Lease”). Notwithstanding the date on which foregoing, however, if Tenant exercises the Right of First Offer to Lease during the last three (3) years of the Term, the Offer Space shall be included let to Tenant for the term which is contained in the Premises Rental Terms. If within seven (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord 7) business days after Tenant’s receipt of Landlord’s written notice hereunder, Tenant notifies Landlord in writing whether Subtenant elects of its intent to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as all of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in the Right of First Offer to Lease on the proposed Rental Terms, then Landlord and Tenant shall execute the lease agreement or amendment for all of the Offer Space within fifteen (15) business days after Landlord’s receipt of Tenant’s notice of intent to lease. If Tenant does not deliver its notice of intent to lease all of the particular Offer Space within such seven (7) business day period, or if Landlord and Tenant do not enter into a fully executed lease agreement or amendment for all of the Offer Space within such fifteen (15) day period, then the Right of First Offer to Lease for that particular Offer Space will lapse for a period of nine (9) months and Landlord will have the right to lease for such nine (9) month period all or any portion of the particular Offer Space to a third party on the same or any other terms and conditions, irrespective of whether such terms and conditions are more or less favorable than the Rental Terms. If Landlord does not consummate a lease for the particular Offer Space within such nine (9) month period, the provisions of this Article 34 shall again apply to the particular Offer Space. This Right of First Offer to Lease is personal to Tenant and is not assignable or transferable except to a Permitted Transferee. The exercise by Tenant of its rights under this Article 34 shall not be construed in any way as granting Tenant the right to vacate the Premises or to terminate the Lease of the Premises unless agreed to by Landlord in its sole and absolute discretion. Pursuant to the terms of an existing lease with Petro-Canada Resources (USA) Inc. (“ASPetro-IS” conditionCanada”), Landlord has the right to recapture all or any portion of the Petro-Canada premises (“Petro-Canada Premises”) after a request by Petro-Canada for Landlord’s approval of a sublease or assignment. During the Term hereof and provided no Default then exists, Landlord agrees to provide Tenant with written notice should Petro-Canada request the consent of Landlord to a sublease or assignment of all or any portion of the Petro-Canada Premises (“Right of Recapture”). Within four (4) business days of such written notice, Tenant shall advise Landlord in writing of its desire to compel Landlord to exercise the Right of Recapture for the benefit of Tenant. Should Tenant timely exercise its rights to compel Landlord to exercise the Right of Recapture, the Petro-Canada Premises shall thereafter become a part of the Premises hereunder with Rent for the Petro-Canada Premises to be at the then rate reflected in the Petro-Canada lease for a term set to commence upon the date of recapture by Landlord and expiring on the expiration date of the Petro-Canada lease. Notwithstanding the foregoing, if before Sublandlord’s delivery however, Tenant shall have no Right to Subtenant Recapture by virtue of the Offer Noticethat certain Assignment of Lease Agreement currently dated June 8, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) 2010, by and such Third Party Offer includes space in excess of the Offer Spacebetween Petro Canada and Noble Energy, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Inc.

Right of First Offer. The reference If any Member desires to Transfer all or any of such Member’s Units to a Person that is not a Permitted Transferee (for purposes of this Section 9.8, the Person desiring to so Transfer, the “Suite 350” Selling ROFO Member”) and the Selling ROFO Member is hereby deleted from Exhibit D attached permitted to Transfer such Units under Section 9.1 (such Transfer, a “Proposed Transfer”), then, in each case, such Selling ROFO Member shall submit a written notice (the Sublease. Subject “ROFO Notice”) to then-existing renewal or expansion options of each other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Member (other than the then-current subtenant or occupant therein)Class D Incentive Unit Members) (collectively, first the “ROFO Holders”) of its desire to Transfer such Units. Any such ROFO Notice shall provide each ROFO Holder with an opportunity to make a cash offer to lease to Subtenant purchase the space shown on Exhibit A, containing approximately 4,205 rentable square feet number of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms Units set forth in the Offer ROFO Notice (the “ROFO Offered Units”). Within fifteen (15) days following receipt of the ROFO Notice, any ROFO Holder may deliver to the Selling ROFO Member a binding irrevocable written offer (the “ROFO Offer”) to purchase all, but not less than all, of the ROFO Offered Units. Any such ROFO Offer shall include the material terms and conditions, including the aggregate cash purchase price (the “ROFO Offer Price”), upon which the ROFO Holder is willing to acquire all of the ROFO Offered Units at a closing within ten five (105) days after Sublandlord delivers of the Selling ROFO Member’s acceptance of the ROFO Offer upon customary closing conditions. The Selling ROFO Member will have fifteen (15) days following receipt of the ROFO Offer to Subtenant accept in writing (the “ROFO Acceptance Notice”) the ROFO Offer and the sale of the ROFO Offered Units pursuant to the terms contained in the ROFO Acceptance Notice. If Subtenant the Selling ROFO Member timely elects delivers a ROFO Acceptance Notice, each of the Selling ROFO Member and the ROFO Holder will use reasonable best efforts to lease consummate the transaction contemplated by the ROFO Offer Spacewithin sixty (60) days of such acceptance. If the Selling ROFO Member does not timely deliver a ROFO Acceptance Notice or affirmatively declines in writing such ROFO Offer, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms ROFO Holder’s offer set forth in the ROFO Offer Notice and, to the extent not inconsistent with the Offer Notice termsshall immediately terminate. Upon such termination, the terms of this Sublease; however, Subtenant Selling ROFO Member shall accept have the Offer Space in an “ASoption for the subsequent six-IS” conditionmonth period to Transfer such ROFO Offered Units to any Person (subject to compliance by the Selling ROFO Member with Section 9.7). Notwithstanding the foregoing, if before Sublandlord’s delivery any ROFO Offered Units Transferred pursuant to Subtenant this Section 9.8 may not be Transferred to any Person upon terms that are more favorable in the aggregate to the purchasers of such ROFO Offered Units than specified in the ROFO Offer Notice, Sublandlord has received an offer to lease all or part of at a price that is less than the ROFO Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of Price. In the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to event that the Selling ROFO Member shall not have Transferred all of the space contained ROFO Offered Units within such six-month period, the Selling ROFO Member shall not sell any such ROFO Offered Units without again first offering such Units to the ROFO Holders in the Third Party Offermanner provided pursuant to this Section 9.8. If Subtenant fails or For the avoidance of doubt, if a Selling ROFO Member is unable timely not required to exercise its right hereunderdeliver a ROFO Notice in connection with a Transfer of Units, then such right Selling ROFO Member shall lapsebe permitted to Transfer such Units without complying with the restrictions set forth in this Section 9.8. Notwithstanding anything to the contrary in this Section 9.8, time being a Proposed Transfer may not contain provisions related to any property of the essence with respect to Selling ROFO Member other than Units held by the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseSelling ROFO Member.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached If during the first thirty (30) months of the Initial Lease Term, the 2,478 square foot space immediately adjacent to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, Premises on the seventh floor ("Additional Space") shall become available for lease and provided no that Tenant is not then in default by Subtenant existsof any of its Lease obligations and has not assigned the Lease or sublet the entire Premises, Sublandlord shallTenant shall hare the first right option to lease the Additional Space. When the Additional Space becomes available, before offering or at Landlord's option, up to six (6) months prior to the date that the Additional Space is scheduled to become available, Landlord. Shall first offer in writing to lease such space to Tenant upon the same terms and conditions and at the same rental rate as would be offered by Landlord to any party third parties. If within five (other than the then-current subtenant or occupant therein)5) days after Landlord delivers to Tenant such written offer if, first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be Landlord does not receive notice in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant that Tenant elects to lease all of the entire Offer Additional Space on the terms set forth in the Offer Notice, and within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to thereafter Tenant does not execute a lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as incorporating all of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; Lease, except as said provisions are clearly inapplicable to the Additional Space, then Landlord shall have the right to lease the Additional Space (or any part thereof) to a third party. Provided, however, Subtenant if during the initial term, the Additional Space becomes available after it has been initially leased to a third party, then Tenant's right pursuant to this paragraph shall accept the Offer Space in an “AS-IS” conditioncontinue. Notwithstanding the foregoingAdditionally, if before Sublandlord’s delivery after Landlord has first offered the Additional Space to Subtenant of the Offer Notice, Sublandlord Tenant and Tenant has received an offer refused to lease all or part of the Offer said Additional Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as then Landlord decides to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer said Additional Space to third parties on at a Rental Rate in excess of ten percent (10%) below Landlord's original offer to Tenant, then Landlord must offer said Additional Space to Tenant at this lower rate. Upon Landlord's delivery of such terms as Sublandlord may electwritten offer, Tenant shall have three (3) days to elect to exercise said option by providing Landlord written notice of its intent to lease said Additional Space. Subtenant may If Landlord does not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than receive notice in writing that Tenant elects to lease all of the Offer Additional Space but such notice provides for an expansionand within ten (10) days thereafter Tenant does not execute a lease amendment on the Additional Space, right of first refusal, or other preferential then Landlord shall have the right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Additional Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying third party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsHorsham Valley, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Inc. (other than the then-current subtenant or occupant therein"Horsham Valley"), the -------------------- owner of an adjoining parcel containing approximately 6.763 acres less approximately three acres required by Landlord to construct an office building for the tenant presently occupying Premises "B" (the "Parcel"), has agreed to grant Tenant a right of first offer upon the sale or lease of the Parcel. In the event Horsham Valley desires to lease sell the Parcel, Horsham Valley shall so notify Tenant of its intent to Subtenant sell the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Parcel. If Tenant notifies Horsham Valley within five (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (105) days after Sublandlord delivers receipt of such notice of Tenant's desire to Subtenant purchase the Offer NoticeParcel, Horsham Valley and Tenant shall thereafter negotiate in good faith the terms and conditions upon which Horsham Valley is willing to sell the Parcel to Tenant and Tenant is willing to purchase the Parcel from Horsham Valley. If Subtenant timely elects In the event the parties are unable to lease enter into a mutually- satisfactory Agreement of Sale within sixty (60) days after Tenant's notice to Horsham Valley or in the Offer Spaceevent Tenant fails to notify Horsham Valley of its interest in purchasing the parcel within five (5) days after receipt of Horsham Valley's notice of its intent to sell, then Sublandlord and Subtenant Horsham Valley shall execute an amendment be free to this Subleasesell Parcel to any other purchaser. In addition, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, event Horhsam Valley desires to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in construct an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to office building for lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on the Parcel, Horsham Valley shall so notify Tenant. Tenant shall have five (5) days after receipt of such terms as Sublandlord may electnotice to advise Horsham Valley of its desire to enter into a lease for a build-to-suit office building to be constructed by Horsham Valley on the Parcel. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying Horsham Valley and Tenant shall thereafter negotiate in good faith the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all lease of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right building to lease some of be constructed by Horsham Valley on the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this SubleaseParcel. In no the event shall Sublandlord be obligated the parties are unable to pay enter into a commission with respect mutually-satisfactory lease within sixty (60) days after Tenant's notice to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify Horsham Valley or in the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right event Tenant fails to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any notify Horsham Valley of its interest in this Sublease leasing the building within five (5) days after receipt of Horsham Valley's notice of its intent to build an office building, then Horsham Valley shall be free to lease the building to any other tenant or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasetenants.

Right of First Offer. The reference If at any time during the Term Landlord decides to “Suite 350” is hereby deleted from Exhibit D attached market the Property for sale, Landlord shall advise Tenant in writing of its intent to market the Sublease. Subject to then-existing renewal or expansion options of other subtenantsProperty, and provided no default by Subtenant exists, Sublandlord shall, before offering cause an appraisal to be made of the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space fair market value (the “Offer Space”"FMV") of the Landlord's interest in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent Property to be paid offered for the Offer Space and the date on which the Offer Space shall be included in the Premises sale (the “Offer NoticeLandlord’s Appraisal”). Sublandlord Following completion of Landlord’s Appraisal, Landlord shall use good faith in determining give notice (the rent amount for "Landlord's Notice") to Tenant setting forth the Offer SpaceLandlord’s Appraisal and indicating the terms upon which Landlord would sell the Property to a qualified third party. The Offer Tenant shall have ten (10) days from the date of Tenant’s receipt of Landlord’s Notice to either (i) accept Landlord’s Appraisal of the FMV, or (ii) notify Landlord of Tenant’s objection to Landlord’s Appraisal. In the event Tenant objects to Landlord’s Appraisal, Tenant shall have twenty (20) business days cause an appraisal to be made of the FMV of the Property (“Tenant’s Appraisal”). If Landlord’s Appraisal and Tenant’s Appraisal differ by no more than ten-percent (10%), then the FMV shall be substantially similar to the Offer Notice attached to average of the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease two appraisals. If the entire Offer Space on two appraisals differ by more than ten-percent (10%), then the terms set forth in the Offer Noticetwo appraisers shall, within ten (10) business days after Sublandlord delivers to Subtenant being informed by either party that the Offer Notice. If Subtenant timely elects to lease the Offer Spacetwo appraisals differ by more than ten percent (10%), then Sublandlord and Subtenant choose a mutually agreed upon third appraiser who shall execute an amendment to this Sublease, effective as be a member of the date the Offer Space is to be included American Institute of Appraisers and have at least ten (10) years' experience in the Premisesappraisal of commercial properties similar in nature to the Property. The third appraiser shall do an independent appraisal without knowledge as to the amounts determined by the prior appraisals, on and shall mail his or her independent appraisal to Landlord and Tenant within twenty (20) business days after having been appointed. In the event a third appraiser is required, the FMV shall be the average of the two appraisals that are closest in FMV, and Landlord and Tenant shall share equally in the cost thereof. Following Tenant’s acceptance of Landlord’s Appraisal of the FMV, or upon a determination of the FMV using the methodology set forth above, as applicable, Tenant and Landlord shall have thirty (30) days to negotiate a purchase in general conformity with the FMV and Landlord's terms set forth in Landlord’s Notice. Landlord and Tenant agree to negotiate in good faith. After such thirty (30) day period (if Landlord and Tenant have not executed a purchase agreement), Landlord may market the Offer Notice and, Property to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a any third party (a “Third Party Offer”) bona fide purchaser for the FMV and such Third Party Offer includes space in excess of upon the Offer Space, Subtenant must exercise its rights hereunder, if at all, as same terms and conditions offered to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect Tenant without regard to any space leased right(s) to purchase the Property by Subtenant under Tenant pursuant to this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. 31.1 Subject to then-any presently existing renewal or expansion options rights of other subtenantstenants in the Building, and provided no Tenant is not in default beyond any applicable grace period, Landlord agrees to provide Tenant with a right of first offer, at the Prevailing Rental Rate as determined in accordance with Exhibit F which is currently in effect, on (i) any portion of the second (2nd) floor of the Building, if said space is placed on the market by Subtenant existsLandlord, Sublandlord shall, before offering or (ii) any quadrant located on the same to any party first (other than 1st) floor of the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Building (the “Offer Expansion Space”) , which shall mean the entire Expansion Space or the portion of the Expansion Space then available as the context and circumstances may require), but in an “AS-IS” condition; either case not more than one time with respect to any particular portion of the Expansion Space that becomes available. At any time during the term hereof, Tenant may by notice to Landlord inquire as to whether the Expansion Space is available or Landlord shall notify Tenant in writing of the availability of the Expansion Space. In the event Landlord notifies Tenant of the availability of any Expansion Space, such notice shall specify the minimum size and location of the Expansion Space which Landlord is willing to make available and the economic terms and conditions upon which Landlord is willing to offer such Expansion Space. If the Expansion Space is available, Tenant shall have the right, by furnishing Landlord with written notice of its election to lease the Expansion Space at the Prevailing Rental Rate, which notice shall be in writing and specify received by Landlord no later than ten (10) business days after Tenant’s receipt of written notification by Landlord of the terms for availability of the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Expansion Space. The Offer Notice Prevailing Rental Rate shall be substantially similar determined in the manner set forth in Exhibit F attached hereto. The failure by Tenant to furnish such notice to Landlord in a timely manner as provided above shall constitute a waiver by Tenant of all of Tenant’s rights under this Article, and shall release Landlord from any further obligation to offer any Expansion Space to Tenant. In the Offer Notice attached event Tenant delivers notice to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Landlord of its election to lease the entire Offer Space on the terms set forth in the Offer NoticeExpansion Space, Landlord and Tenant shall, within ten (10) business days after Sublandlord delivers to Subtenant the Offer Noticereceipt of Tenant’s notice, enter into an amendment of this Lease, providing for those terms and conditions as set forth in Landlord’s offer. If Subtenant timely elects The right to lease the Offer Space, then Sublandlord and Subtenant Expansion Space shall execute an amendment be subject to this Sublease, effective as of any rights which Landlord has granted prior to the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery Lease to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence existing tenants with respect to the exercise thereof (it being understood that each leasing of Subtenant’s five rights such Expansion Space. Nothing contained herein shall be deemed to grant Tenant a right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all refusal for the leasing of the Expansion Space or a any other portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights Building, it being the intention of the Landlord and Tenant that the right of notification granted under this Section 5 if a default exists or Subtenant Article is not then occupying for the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all purpose of affording the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right Tenant the opportunity to offer to lease some of additional space at the remaining portion of the Offer Space, then time that such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated space becomes available and Landlord is prepared to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaselease it.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached For purposes of this Lease, "Expansion Space" shall mean the 1,081 rentable square feet located on the 1st floor of the Building contiguous to the SubleasePremises, as more particularly shown on Exhibit "G" attached hereto. Subject to then-existing renewal or expansion options credit approval by Landlord (which approval shall not be unreasonably withheld by Landlord [after taking into account all economic factors of other subtenants, this Lease]) and provided no Tenant is not in default under this Lease at the time the Expansion Space becomes available, or at any time through and including execution of a lease amendment by Subtenant existsLandlord and Tenant for the subject space, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), Tenant shall have a right of first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Expansion Space (the “Offer Space”) in an “AS-IS” condition; "Right of First Offer"), such offer shall be in writing right commencing on the Commencement Date of this Lease and specify expiring on the terms for last day of the Offer Spacethird Lease Year, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar subject to the Offer Notice attached to the Sublease as Exhibit E. Subtenant following conditions. Landlord shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as provide Tenant with written notice of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms availability of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may electExpansion Space. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all Landlord shall provide Tenant with Landlord's quotation of the Offer Space but such notice provides Base Rent for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Expansion Space, then such remaining portion of the Offer Space which shall thereafter be excluded that monthly base rental rate per square foot which Landlord is willing to quote to and accept from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission third party for a lease with respect to the Expansion Space, subject to any space leased by Subtenant under this Section 5additional rent or rent escalation provisions and factors which Landlord is willing to quote to and accept from such third party, including but not limited to, such provisions and Subtenant and Sublandlord shall each indemnify the other against all factors based on increases in operating costs, expensestaxes and the Consumer Price Index ("Landlord's Expansion Space Rent"). In determining the Base Rent, attorneys’ feesLandlord shall take into account tenant concessions, such as rent abatements, allowances and other liability for commissions or other compensation claimed by any broker or agent claiming the same byimprovement costs. Within five (5) business days of such notification, throughTenant shall notify Landlord in writing sent certified mail, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right return receipt requested, with postage prepaid thereon that it elects to possession exercise its Right of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.First

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached (A) During the initial Lease Term, subject to the Sublease. Subject to thenprovisions set forth hereinafter, Tenant will have a one-existing renewal or expansion options time right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant from Landlord certain premises located on the space eighth floor of the Building as shown on Exhibit A, containing approximately 4,205 rentable square feet of space F attached hereto (the “"Offer Space”) "), on the same terms as contained in an “AS-IS” condition; such offer shall be in writing and specify the terms this Lease for the Offer SpacePremises, including excluding the rent to be paid for Work Letter Agreement, and except as provided herein, excluding the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount Base Rent payable for the Offer Space. The Offer Notice shall Tenant will be substantially similar deemed to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept have accepted the Offer Space in an “AS"as-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant is" condition as of the Offer Notice, Sublandlord has received an offer to commencement of Tenant's lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect Landlord will have no obligation to each improve, renovate or remodel the Offer Space), and Sublandlord may lease all Space or a any portion of the Building or provide any allowance therefor, except as expressly set forth below, as a result of Tenant's lease of the Offer Space. The Lease Term for the Offer Space will be coterminous with the Lease Term for the Premises, subject to third parties on any extension as provided below. The provisions of this Article 37 will apply to the Offer Space, or any portion thereof, as the Offer Space or such terms portion may become available for lease, subject and subordinate to any expansion and renewal options and other rights of U.S. Bancorp, its successors or assigns. In addition, the Offer Space shall not be deemed “available” if the space is vacant or not leased to a tenant as Sublandlord may electof the date of this Lease (however it shall be “available” after an initial lease is entered into by Landlord and a tenant for such space and such space then again becomes vacant or not leased to such tenant after the expiration or termination of that initial lease). Subtenant Tenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for Article 37 as to less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter offered by Landlord. Except as otherwise provided in Section 37(C) below, the Base Rent for the Offer Space will be excluded from at a rate equal to the provisions of this SubleaseFair Market Rent for expansion space for a term equal or comparable to the then remaining Lease Term. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify If Tenant exercises the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.option

Right of First Offer. The reference IF TENANT DOES NOT EXERCISE ITS PRE-MOVE IN EXPANSION OPTION, Landlord hereby grants to “Suite 350” is hereby deleted from Exhibit D attached to Tenant the Sublease. Subject to then-existing renewal or expansion options Right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “First Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space office premises located on the terms set forth in second floor of the Offer Notice, within ten building (10) days after Sublandlord delivers to Subtenant the Offer Notice"Expansion Premises"). If Subtenant timely elects the Expansion Premises become available for lease, and if Tenant is not then in any form of default, Landlord shall give Tenant notice of Landlord's intent to lease the Expansion Premises to a specifically identified third party and Tenant shall have five (5) business days after receipt of such notice within which to give Landlord written notice of whether or not Tenant desires to exercise its Rights of First Offer Spaceto lease said space contemplated by the identified thirty party, then Sublandlord under the terms and Subtenant conditions under which the third party would lease the Expansion Premises. The failure of Tenant to so notify Landlord within such time period shall execute an amendment to this Sublease, effective as of the date the Offer Space is be deemed to be included in a rejection by Tenant of its right to lease the Expansion Premises. If Tenant exercises its right to lease such Expansion Premises as herein provided, Landlord and Tenant shall enter into a supplemental lease agreement relative to such Expansion Premises, on the same economic terms set forth in the Offer Notice and, offered to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if IF TENANT EXERCISES ITS RIGHTS OF FIRST OFFER AND THERE IS A MINIMUM OF FORTY-TWO (a42) the Sublease or Subtenant’s right to possession of the Premises MONTHS REMAINING ON THE TERM OF THE LEASE, THE RENTAL RATE FOR THE EXPANSION PREMISES SHALL BE THE THEN CURRENT RENTAL RATE PER RENTAL SQUARE FOOT BEING PAID WITHIN THE ORIGINAL LEASE, INCLUDING ANNUAL INCREASES AND EXCLUDING ANY RENT ABATEMENT. FURTHER, IN THE EVENT TENANT EXERCISES ITS RIGHTS OF FIRST OFFER, TENANT SHALL BE ENTITLED TO A RETROFIT ALLOWANCE FOR THE EXPANSION PREMISES EQUAL TO TWENTY-FIVE CENTS (or any portion thereof$.25) is terminatedPER USABLE SQUARE FOOT CONTAINED IN THE EXPANSION PREMISES TIMES THE NUMBER OF MONTHS THEN REMAINING OF THE LEASE TERM (INCLUDING ANY EXTENSION THEN IN EFFECT). HOWEVER, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.SUCH RETROFIT ALLOWANCE SHALL NOT EXCEED $15 PER USABLE SQUARE FOOT. LEASE RIDER NO. 2 THIS PAGE IS INTENTIONALLY DELETED

Right of First Offer. The reference Provided Tenant is not then in default under the terms, covenants and conditions of the Lease, Tenant shall have the right to “Suite 350” is hereby deleted from Exhibit D attached lease any space not leased by Tenant on the balance of the seventh (7th) floor which becomes available for lease during the Term. In such event, Landlord shall give written notice to Tenant of the availability of space and the terms and conditions on which Landlord intends to offer it to the Sublease. Subject to then-existing renewal or expansion options public and Tenant shall have a period of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers in which to Subtenant exercise Tenant's right to lease such space pursuant to the Offer Noticeterms and conditions contained in Landlord's notice, failing which Landlord may lease such space to any third party on whatever basis Landlord desires; provided, however, if Landlord, within one hundred twenty (120) days from the expiration of the aforesaid ten day period, intends to offer or offers such space under rental terms that are at least ten percent (10%) less than the rental terms originally offered to Tenant, Landlord shall provide Tenant with a second notice containing the revised terms and conditions and Tenant shall have a period of ten (10) days in which to exercise Tenant's right to lease such space pursuant to the terms and conditions contained in Landlord's second notice of the revised terms and conditions. Otherwise, Tenant shall have no further rights with respect to any space on the seventh (7th) floor, not leased by Tenant. If Subtenant timely elects Tenant exercises its right to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Subleasehereunder, effective as of the date Landlord delivers the Offer Space is applicable space to Tenant, such space shall automatically be included in within the Premises, on Premises and subject to all the terms and conditions of the Lease, except as set forth in the Offer Notice andLandlord's first or second notice, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or whichever is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)applicable, and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.follows:

Right of First Offer. The reference If, during the Term, the space on the second (2nd) floor of the Building consisting of 14,034 rentable square feet and identified on the plan attached hereto as Exhibit G (the “ROFO Space”) shall (a) no longer be subject to “Suite 350” is hereby deleted from Exhibit D attached a written lease, and (b) not be subject to any prior rights of existing tenants pursuant to a written lease agreement existing prior to the Sublease. Subject date of this Lease (which shall include the ability of Landlord to then-existing renewal or expansion options extend the term of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereintenant of the ROFO Space even if said tenant’s written lease does not include an extension right), first {W12939071.11} 44 then provided no Event of Default exists at such time, and further provided that five (5) years remain in the Term of this Lease or Landlord and Tenant agree to extend this Lease so at least five (5) years remain in the Term of this Lease, Landlord shall offer the ROFO Space to lease Tenant at the fair market rental rate for such space, which fair market rental rate shall be stated in Landlord’s written notice letter to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Tenant (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer ROFO Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeRental Rate”). Sublandlord Tenant shall use have ten (10) business days to accept or reject such offer, without condition, but may condition such acceptance on mutual agreement on determination of ROFO Space Rental Rate. If Tenant accepts such offer, Landlord and Tenant shall work in good faith in determining to agree upon the rent amount ROFO Space Rental Rate and enter into an appropriate amendment of this Lease, and Tenant shall perform, at its cost and expense pursuant to plans reasonably approved by Landlord, the work necessary to prepare said ROFO Space for the Offer SpaceTenant’s occupancy. The Offer Notice shall be substantially similar If Tenant fails to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, respond within ten (10) business days after Sublandlord delivers of receipt of Landlord’s written offer, Tenant shall be deemed to Subtenant have rejected the Offer Noticeoffer to lease said ROFO Space and if Tenant accepts such offer within such ten (10) business days of receipt of Landlord’s written offer but Landlord and Tenant fail to agree upon the ROFO Space Rental Rate within ten (10) business days of Landlord’s receipt of such acceptance, Tenant shall be deemed to have rescinded its acceptance of Landlord’s offer. If Subtenant timely elects In the event Tenant has rejected or has been deemed to have rejected or rescinded a Landlord offer on the ROFO Space, such acceptance shall be null and void and Landlord shall be free to lease the ROFO Space to any other party without obligation to re-offer the ROFO Space to Tenant, except in connection with a Re-Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective Event (as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditiondefined below). Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely event Landlord has either (a) failed to exercise its right hereunder, then such right shall lapse, time being of the essence enter into a lease with a third-party tenant with respect to the exercise thereof ROFO Space within six (it being understood that 6) months of such rejection or deemed rejection or rescission, or (b) offers the ROFO Space at a ROFO Space Rental Rate which is less than ninety-five percent (95%) of the ROFO Space Rental Rate last offered to Tenant prior to the Tenant’s rescission or deemed rescission described above (a “Re-Offer Event”), Landlord shall re-offer the ROFO Space to Tenant (on the same terms and conditions and procedures set forth above, including additional Re-Offer Events with respect to each of Subtenantsubsequent ROFO Space Rental Rate offered to Tenant). Tenant hereby acknowledges and agrees that, subject to the immediately preceding sentence and all Re-Offer Events, Tenant’s five rights of first offer hereunder right to be offered the opportunity to lease the ROFO Space is a one-time right only and, so long as Landlord has complied with respect to each Offer Space), the terms and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions conditions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5Article XVI, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or SubtenantTenant’s right to possession be offered the opportunity to lease the ROFO Space shall terminate and have no further force or effect immediately upon Tenant’s rejection or deemed rejection or rescission of an offer given by Landlord. In addition, for purposes of clarity, so long as Landlord has complied with the terms and conditions of this Article XVI, immediately upon Landlord entering into a lease of the Premises (ROFO Space with a third party tenant this Article XVI shall terminate and have no further force or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseeffect.

Right of First Offer. The reference Landlord-owned space at 00 Xxxxx xx Xxx Xxxxxxx is currently being leased by Rosies & Posies, which lease is set to expire on September 30, 2014 (“Suite 350” is hereby deleted from Exhibit D attached to Rosies & Posies Lease”). Should the Sublease. Subject to then-existing renewal Rosies & Posies Lease terminate or expansion options of other subtenantsexpire anytime during Tenant’s Initial Term or Option Term, and provided no default by Subtenant existsRosies & Posies or an affiliate thereof does not renew or enter into a new lease for said space, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), then Tenant will have a right of first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space at 00 Xxxxx xx Xxx Xxxxxxx pursuant to his Section 6: Within fourteen (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (1014) days after Sublandlord delivers Landlord’s written notice to Subtenant Tenant of space availability at 00 Xxxxx xx Xxx Xxxxxxx, Xxxxxx shall submit a written offer to Landlord for said space, specifying the Offer Noticerental rate and terms of Tenant’s offer. If Subtenant timely elects Landlord determines in its sole and absolute discretion to accept Tenant’s offer and enters into an agreement to lease 98 Paseo de San Antonio pursuant to the Offer Spaceoffer, then Sublandlord Tenant may, upon thirty (30) days written notice, elect to terminate this Lease, and Subtenant shall execute an amendment relocate its business at its sole cost and expense from the Premises to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition00 Xxxxx xx Xxx Xxxxxxx. Notwithstanding the foregoing, if before SublandlordTenant’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is under this Section may be exercised on a one-time right only with respect to each Offer Space)basis, and Sublandlord may lease all or a portion only if Tenant is not then in default under this Lease. Tenant’s right of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights first offer under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate will automatically expire if (a) Tenant fails to submit a written offer to Landlord within the Sublease or Subtenant’s right to possession of the Premises fourteen (or any portion thereof14) is terminateddays specified herein, (b) Subtenant assigns any of Landlord elects, in its interest in this Sublease or sublets any portion of the Premisessole and absolute discretion, not to accept Tenant’s offer for 98 Paseo de San Antonio, or (c) less than two full calendar years remain Tenant is in default at the initial Term time Tenant attempts to exercise the right of first offer. Upon expiration of the Subleaseright of first offer, Tenant shall have no further rights with respect to 00 Xxxxx xx Xxx Xxxxxxx, and Landlord may lease the same to such other parties and for such rent and on such terms as Landlord may determine in its sole and absolute discretion.

Right of First Offer. The reference to “Suite 350” Provided (i) no Tenant default has occurred and is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantscontinuing hereunder, and provided no default by Subtenant exists(ii) Tenant has not assigned the Lease nor sublet all or any portion of the Revised Premises, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), Tenant shall have a continuing right of first offer to lease to Subtenant the space shown immediately adjacent to the Revised Premises in the Building as more particularly described on Exhibit A, containing approximately 4,205 rentable square feet of space A-2 attached hereto and incorporated herein by reference (the “Offer Expansion Space”) in an “ASat such time as said Expansion Space becomes available for lease during the initial Lease Term; provided, however, Tenant shall have no right to lease any portion of the Expansion Space which is re-IS” condition; leased to existing tenants occupying such offer space. At such time as the Expansion Space initially becomes available for lease and prior to marketing the Expansion Space for lease, Landlord shall be notify Tenant in writing and specify of Landlord’s intention to market the terms for the Offer Space, including the rent to be paid for the Offer Expansion Space and the date on rental rate and terms and conditions of lease which Landlord intends to propose for the Expansion Space (collectively, the “Offer Space Terms”). Tenant shall be included in the Premises have five (5) days after its receipt of such written notice from Landlord (the “Letter of Intent Negotiation Period”) to negotiate, in good faith, the terms and conditions of Tenant’s proposed lease of the Expansion Space based on Landlord’s proposed Offer Notice”)Terms. Sublandlord Landlord shall use good faith in determining not, during the rent amount for the Offer Space. The Offer Notice shall be substantially similar Letter of Intent Negotiation Period, lease, offer to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects lease or agree to lease the entire Offer Expansion Space on to any other party unless Tenant advises Landlord that Tenant is not interested in leasing the Expansion Space. In the event that Tenant and Landlord do not mutually agree upon the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as conditions of Tenant’s proposed Lease of the date Expansion Space during the Offer Letter of Intent Negotiation Period, then, after such period, Landlord may market the Expansion Space is upon such terms and conditions as are reasonably acceptable to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant Landlord and Tenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its have no further rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise thereof (it being understood that each of Subtenant’s five rights this right of first offer. In the event Tenant and Landlord agree to the Offer Terms within the Letter of Intent Negotiation Period as hereinabove described, then Tenant and Landlord will negotiate in good faith and with due diligence an agreement for the lease of the Expansion Space. Landlord shall not, during the twenty (20) day period immediately following Tenant’s agreement to the Offer Terms (the “Lease Negotiation Period”), lease, offer hereunder is a one-time right only to lease or agree to lease the Expansion Space to any other party. In the event that Landlord and Tenant are unable in good faith to agree to the terms of such lease within the Lease Negotiation Period, then thereafter Landlord may market the Expansion Space upon such terms and conditions as are reasonably acceptable to Landlord whereupon Tenant shall have no further rights with respect to each Offer Space)the Expansion Space until such time as the Expansion Space again becomes available for lease, and Sublandlord may lease all or a portion of whereupon Tenant shall again have the Offer Space option to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseoffer.

Right of First Offer. The reference to “Suite 350” Subtenant and Sublandlord hereby acknowledge and agree that the right of first offer set forth in Article 16 of the Original Sublease, Section 5 of the First Amendment, Section 5 of the Second Amendment, and Section 7 and Exhibit D of the Third Amendment is hereby deleted from Exhibit D attached to the Subleaseand has no further force or effect. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant (i) the space commonly known as Suite 150, which space contains approximately 6,284 square feet of space, is located on the first floor of the Building, and is shown on Exhibit AE, containing and (ii) the space commonly known as Suite 200, which space contains approximately 4,205 rentable 33,237 square feet of space space, is located on the second floor of the Building, and is shown on Exhibit E (the each, an “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Original Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this the Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable to timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 8 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 58, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 8 shall terminate if (aif(a) the this Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the this Sublease.

Right of First Offer. The reference So long as Tenant is not in default under this Lease, on the terms and conditions set forth in this Paragraph 46.4, Tenant shall have a right of first offer to “Suite 350” is hereby deleted from Exhibit D attached lease any contiguous space on the first floor lobby level of the Building if and when it becomes available (the "RFO Space"). RFO Space will not be considered available if the tenant occupying the RFO Space agrees with Landlord to the Subleaseextend or renew its lease. Subject Prior to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same leasing RFO Space to any third party (other than a current tenant of the then-current subtenant or occupant thereinRFO Space), Landlord will first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be advise Tenant in writing and specify of the terms for the Offer Space, including the rent to be paid for the Offer amount of available RFO Space and the date on which the Offer available RFO Space will be available for the commencement of tenant improvement work. Tenant shall be included have seven (7) business days after receiving such notice from Landlord to notify Landlord in writing that Tenant desires to expand the Premises (to include all of the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer available RFO Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall If tenant does not timely notify Sublandlord in writing whether Subtenant elects Landlord of Tenant's desire to lease the entire Offer available RFO Space, Landlord shall be free to lease the available RFO Space to any person or entity on whatever terms or conditions Landlord desires. If Tenant timely notifies Landlord of Tenant's desire to lease all the offered RFO Space, Landlord and Tenant (or their representatives) shall promptly commence good faith negotiations regarding the terms and conditions on which this Lease shall be amended to include the available RFO Space. If Landlord and Tenant have not reached agreement in writing on the such terms set forth in the Offer Notice, and conditions within ten thirty (1030) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise Landlord receives Tenant's written notice exercising its rights hereunderunder this Paragraph 46.4, if at allwhich agreement shall be evidenced only by the execution of a written lease amendment setting forth such terms and conditions, as to all unless otherwise agreed in writing by Landlord and Tenant, Tenant's exercise of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence rights under this Paragraph 46.4 with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)offered RFO Space will expire, and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may Tenant shall not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5lease the RFO Space from Landlord, and Subtenant and Sublandlord Landlord shall each indemnify be free to lease the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises RFO Space (or any portion thereof) is terminated, (bto any person or entity it desires. Tenant's rights under this Section 28(c) Subtenant assigns any of its interest in this Sublease or sublets shall be null and void if Tenant has subleased any portion of the Premises, Premises or (c) less than two full calendar years remain in the initial Term assigned any of the Subleaseits rights under this Lease.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to Immediately after the Sublease. Subject to then-existing renewal or expansion options Second Amendment Effective Date, Subtenant shall have an ongoing right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer (the "Right of First Offer") with respect to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 (i) 16,371 rentable square feet of space located on the second (2nd) floor of the “Offer Building and designated as Suite 250, and more particularly described in Exhibit A-1 attached hereto, and (ii) 12,204 rentable square feet of space located on the first (1st) floor of the Building, designated as Suite 100, and more particularly described in Exhibit A-2 attached hereto, and (iii) 36,020 rentable square feet of space located on the fourth (4th) floor of the Building and designated as Suite 400, and more particularly described in Exhibit A-3 attached hereto (each, an "Offering Space”) in an “AS-IS” condition; "). if such offer shall be in writing and specify the terms space becomes Available for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Sublease (described below). Offering Space shall be included in deemed to be "Available for Sublease" when Sublandlord has determined that the Premises current occupant of such space will not extend or renew the term of its sublease for the Offering Space or that its sublease for the Offering Space will otherwise terminate prior to the scheduled expiration date of same. After Sublandlord has determined that a particular Offering Space is Available for Sublease (but prior to subleasing such Offering Space to a third party), Sublandlord shall advise Subtenant (the “Offer Notice”"Advice") of the terms, including Base Rent, etc. (subject to the provision of Section 6(b) below). , under which Sublandlord shall use good faith in determining is prepared to sublease the rent amount Offering Space to Subtenant for the Offer Spaceremainder of the Extended Term on an "as-is" basis. The Offer Notice Sublandlord, upon request of Subtenant, shall promptly meet and confer with Subtenant regarding the terms upon which Sublandlord would be substantially similar willing to sublease the Offer Notice attached Offering Space to the Sublease as Exhibit E. Subtenant, provided that Sublandlord's agreement to meet with Subtenant shall notify will not obligate Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on agree to any changes for the terms set forth in the Offer Noticeany Advice. Subtenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Sublandlord ("Offering Space Notice of Exercise") within ten (10) business days after Sublandlord delivers to Subtenant Sublandlord's delivery of the Offer Notice. If Subtenant timely elects to lease the Offer SpaceAdvice, then Sublandlord and except that Subtenant shall execute an amendment to this Sublease, effective as have no such Right of the date the First Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. need not provide Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereofwith an Advice, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.if:

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the terms of the Lease, Subtenant shall have a right of first offer to sublease any additional portion of the Leased Premises that Sublandlord is seeking to sublease (the “RFO Space”). If any RFO Space becomes so available to sublease during the term of this Sublease, then prior to marketing such space, Sublandlord shall first notify Tenant of the opportunity to sublease such RFO Space, on the condition (i) that the initial Subtenant named herein occupies the entire Subleased Premises and, (ii) that Subtenant is not in default of its obligations under this Sublease at the time such RFO Space becomes available, and has not previously been in default beyond the expiration of any applicable grace period under this Sublease. Subject Within five (5) days after Sublandlord’s notification, Subtenant shall indicate to then-existing renewal or expansion options Sublandlord whether it is interested in the possibility of other subtenants, and provided no default by Subtenant existssubleasing such RFO Space. If Tenant timely so indicates interest in the offered space, Sublandlord shall, before offering within five (5) days thereafter, notify Subtenant in writing of the same terms on which Sublandlord intends to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant sublease the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer RFO Space. The Offer Notice offering terms shall be substantially similar upon the same terms and conditions as Sublandlord would offer to the Offer Notice attached to the Sublease as Exhibit E. general market. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten have twenty (1020) days after Sublandlord delivers the date of Sublandlord’s written offer to Subtenant the Offer Noticeaccept or reject such offer. If Subtenant timely elects accepts any such offer and the condition precedent shall have been satisfied, and provided that Landlord consents to lease such sublease, then, except for Landlord’s consent to such sublease, no further documentation shall be necessary to effect the Offer demise of the RFO Space. However, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective Sublease modifying the Base Rent and Subtenant’s pro rata share and making such other changes to this Sublease as are necessary to account for the inclusion of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer RFO Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails to timely accept, or rejects such offer, or if the condition precedent is unable timely not satisfied, Sublandlord will then be free to exercise its right hereunder, then such right offer the RFO Space to the general market and Subtenant shall lapse, time being have no further rights under this Article XII. Time is of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseArticle XII.

Right of First Offer. The reference Section 33.1 For the purposes of this Lease, the portion of the fifth (5th) floor of the Building substantially where shown in hatching on Schedule 1 to this Exhibit “Suite 350B” is hereby deleted from Exhibit D attached herein referred to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (as the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid ). Landlord had advised Tenant that Landlord is presently negotiating a lease agreement for the Offer Space with Atlantic Theater Company (who, together with its affiliates, subsidiaries and/or designees, is herein referred to as the “Proposed Other Tenant”). If Landlord, in its sole and absolute discretion, decides to terminate such negotiations with the Proposed Other Tenant prior to consummating such lease agreement, and all other Persons who, on the date on which of the First Amendment (as hereinafter defined), have the right or option to lease the Offer Space waive (or are deemed to have waived) such rights or options (Tenant agreeing that the Offer Space Option (as hereinafter defined) is subject to all of such rights and options), Landlord shall be included so notify Tenant (such notice being herein referred to as the “Offer Space Notice”), in which event, provided that on the Premises date Landlord gives to Tenant the Offer Space Notice this Lease is in full force and effect and no Event of Default exists, during the ten (10) Business Day period commencing on the date that Landlord gives the Offer Space Notice to Tenant, Tenant shall have the option (the “Offer Space Option”) to lease the Offer Space from Landlord for the period (the “Offer Space Term”) commencing on date (the “Offer Space Commencement Date”) which is the eleventh (11th) Business Day commencing on the date that Landlord gives the Offer Space Notice to Tenant and ending on the last day of the term of this Lease, upon all of the terms, covenants and conditions of this Lease, except as otherwise expressly set forth in this Article. Tenant shall exercise the Offer Space Option only by giving Landlord notice thereof (the “Exercise Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar , together with an unendorsed bank or certified check payable to the Offer Notice attached order of Landlord in the amount of $237,562.50 (the “Additional Security”), as an addition to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease Security Deposit, both on or before the entire Offer Space on the terms set forth in the Offer Notice, within last day of such ten (10) days after Sublandlord delivers Business Day period (which last day is hereinafter referred to Subtenant as the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer “Exercise Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party OfferDate”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseTIME BEING OF THE ESSENCE.

Right of First Offer. The reference At such time and from time to “Suite 350” is hereby deleted from Exhibit D attached time, should Landlord desire to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included sell Landlord’s Interest in the Premises, on or any larger tract of land of which the terms set forth in the Offer Notice and, Premises may be a part (“Landlord’s Interest”) to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party unaffiliated with Landlord, Landlord shall give Tenant written notice of such desire. Within thirty (a “Third Party Offer”30) and days of Tenant’s receipt of such Third Party Offer includes space in excess of the Offer Spacenotice, Subtenant must exercise its rights hereunderTenant, if at allTenant desires to purchase Landlord’s Interest, as shall give Landlord notice of its intention to all of purchase Landlord’s Interest and the space contained in price and other material economic terms and conditions on which it offers to make such purchase. In the Third Party Offer. If Subtenant fails event Tenant does not provide Landlord with such offer within said thirty (30) day period, Landlord may thereafter sell Landlord’s Interest to such persons or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), entities and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord Landlord may elect. Subtenant may not exercise choose in its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but sole and absolute discretion and after any such notice provides for an expansion, sale such right of first refusaloffer shall not apply to any subsequent sales. In the event that Tenant timely provides to Landlord its offer to purchase Landlord’s Interest, Landlord will have an option to either sell Landlord’s Interest to Tenant on the terms and conditions set forth in Tenant’s notice (such option to be exercised by notice to Tenant within one year after the giving of Tenant’s notice) or to sell the Premises to a third party for a price not less than 95% of the price (taking into account such other material economic terms and conditions and Tenant’s obligations to pay the Tenant Closing Costs), or other preferential right to lease some not sell Landlord’s Interest until such time as Landlord again gives notice to Tenant under this subsection 28.14. If Landlord shall notify Tenant within such one year period that it has sold the Premises at a price which is not less than 95% of the remaining portion price set forth in Landlord’s offering notice (but no such sale shall be made at a price less than 95% of the Offer Spacesame price offered by Tenant without first sending Tenant a new notice as to the changed price and any such changed terms and conditions, then such remaining portion in which event Tenant shall have a further period in which to elect to purchase at the new price or on the changed terms and conditions, as aforesaid, said further period to be thirty (30) days), all rights of the Offer Space Tenant under this subsection 28.14 shall thereafter be excluded from the provisions deemed void and of this Subleaseno further force and effect. In addition, if a sale to a third party is not effected by Landlord within the aforesaid one year period, and Tenant does not at such time elect to purchase the Premises at the price and other material economic terms on which Tenant made its original offer, the rights of Tenant under this subsection 28.14 shall also be deemed void and of no event further force and effect. Notwithstanding anything in this subsection 28.14 to the contrary, this subsection 28.14 shall Sublandlord be obligated not apply to pay a commission with respect transfer of Landlord’s Interest: (i) to any space leased by Subtenant under this Section 5entity or person which is related to, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, throughaffiliated with, or under common or shared control with Landlord or any person or entity which owns or controls any portion of Landlord’s Interest in the indemnifying partyPremises, or with any constituent partner or member of either of the foregoing, (ii) to or from an intermediary in connection with Landlord’s effectuation of an exchange involving the Premises pursuant to and including, without limitation, applicable case law or Section 1031 of the Internal Revenue Code, as amended, or (iii) made pursuant to a mortgage or deed of trust covering the Premises which does not involve a transfer, sale or other conveyance of fee title to the Premises. SubtenantNotwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 5 28.14 are and shall terminate if remain unconditionally subordinate and junior to any deed of trust or security instrument encumbering Landlord’s interest in the Premises by Landlord in favor of Landlord’s Lender (adefined in Section 13.7) and any transfer or sale of Landlord’s interest in the Sublease or Subtenant’s right Premises to possession Tenant shall be subject to the terms of the Premises Lender’s Documents (defined in Section 28.25) pertaining to any such transfer or any portion thereof) is terminated, (b) Subtenant assigns any sale of its the Landlord’s interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.

Right of First Offer. The reference If subsequent to “Suite 350” is hereby deleted from Exhibit D attached full execution of this Lease, Landlord desires to sell the Building and/or, if Tenant has exercised the expansion Option, the Expansion Building, Landlord shall notify Tenant in writing of such intent to sell (the "Offer Notice"); provided however, Landlord shall not be required to provide Tenant with the Offer Notice with respect to the Sublease. Subject to then-existing renewal Building or expansion options Expansion Building if Landlord has previously terminated this Lease with respect to, or recaptured, all or any portion of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than Premises or the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Expansion Space, including respectively. Tenant's right to receive the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall further be substantially similar effective only if Tenant is not in Default under this Lease, nor has any event occurred which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. In the event Tenant desires to purchase the Offer Notice attached to Building and/or the Sublease as Exhibit E. Subtenant Expansion Building, Tenant shall notify Sublandlord Landlord in writing whether Subtenant elects of its election to lease purchase the entire Offer Space on Building and/or the terms set forth in Expansion Building (the "Election Notice") within thirty (30) days following Tenant's receipt of the Offer Notice. In the event Tenant timely delivers the Election Notice to Landlord, within ten the parties shall thereafter execute a purchase and sale agreement (10the "Purchase and Sale Agreement") reasonably acceptable to both Landlord and Tenant with the purchase price of the building and/or the Expansion Building equal to the quotient of the Net Operating Income (as defined below) of the building and/or the Expansion Building divided by nine one hundredths (.09) and with a closing to be held on or before the date that is one hundred and eighty (180) days after Sublandlord delivers to Subtenant delivery of the Offer Notice. If Subtenant timely elects Tenant fails to deliver an Election Notice within the 30-day time period, or if Tenant has not executed the Purchase and Sale Agreement within thirty (30) days after the date of Landlord's receipt of the Election Notice, Tenant's right to purchase the Building and/or the Expansion Building hereunder shall automatically terminate and be of no further force and effect with respect to Landlord or any subsequent purchaser and Landlord shall thereafter have the right to sell the Building and/or the Expansion Building at anytime to any third party. Tenant hereby expressly acknowledges and agrees that time is of the essence of purposes of the Election Notice and that Tenant's failure to deliver such Election Notice as specified herein will relieve Landlord of any obligation under this Paragraph. As used herein, Net Operating Income shall mean the Base rent due under the lease with respect to the Building or the Expansion Building, as applicable, for the (12) full calendar months following the Offer SpaceNotice. Notwithstanding anything in this Paragraph to the contrary, then Sublandlord this Paragraph shall be inapplicable to, and Subtenant Landlord shall execute have no obligation to provide an amendment Offer notice to this Sublease, effective Tenant in connection with any sale or proposed sale of the Building and/or the Expansion Building to any Person (as defined below) who is the owner of at least a fifty-one percent (51%) legal or beneficial interest and holder of a controlling interest in Landlord as of the date the Offer Space is to be included of this Lease or at anytime in the Premisesfuture. As used herein "Person" shall mean any natural person, on the terms set forth in the Offer Notice andcorporation, to the extent not inconsistent with the Offer Notice termsfirm, the terms of this Sublease; howeverassociation or other entity, Subtenant shall accept the Offer Space whether acting in an “AS-IS” conditionindividual, fiduciary or other capacity. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its Tenant's rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but Paragraph 51 shall survive Landlord's transfer to such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleasePerson.

Right of First Offer. The reference So long as no Event of Default then exists under this Lease, Tenant will have an ongoing first right (“First Right”) to “Suite 350” be offered by Landlord the opportunity to lease all space in the Building which is hereby deleted from Exhibit D attached contiguous to the Sublease. Subject Premises (including contiguous floors); provided, however, in the event that contiguous space is not available in the Building then the First Right shall apply to thenthe next closest non-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering contiguous space within the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Building (the “Offer First Right Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar First Right is subject to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms and conditions set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Noticethis Section. If Subtenant timely elects to lease at any time after the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer Commencement Date Landlord intends to lease all or any part of the Offer First Right Space which becomes Available for Lease (as defined herein), then Landlord will first notify Tenant that such First Right Space is available for lease (the “Available Space”). If Tenant exercises its First Right and, as a result, is leasing an entire floor of the Building, then Tenant’s ongoing First Right shall apply to the next contiguous space in the Building. Tenant must notify Landlord in writing within twenty (20) days of receiving Landlord’s notice whether Tenant desires to lease the Available Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must Landlord. Tenant may only exercise its rights hereunder, if at all, as First Right with respect to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely Available Space; provided, however, if Tenant does not elect to exercise its right hereunder, then such right shall lapse, time being lease all of the essence with respect Available Space (thereby rejecting Landlord’s offer) and Landlord subsequently intends to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Available Space but such notice provides for an expansionto a third party, right then Tenant’s First Right shall again apply with respect to said portion of the Available Space (which portion shall then be deemed to be the “Available Space” hereunder) and Landlord must first refusal, or other preferential offer to Tenant the right to lease some of such space pursuant to this Section 27(d). If Tenant notifies Landlord that Tenant does not desire to lease the remaining portion of the Offer Available Space, or if Tenant does not respond in writing to Landlord’s notice within such twenty (20) day period, then Landlord may freely lease the Available Space without restriction. If Tenant notifies Landlord in writing within such remaining portion of twenty (20) day period that Tenant desires to lease the Offer Available Space, the parties will thereafter enter into an amendment to this Lease to add the Available Space shall thereafter be excluded from to the provisions of this Sublease. In no event shall Sublandlord be obligated Premises on the same terms and conditions applicable to pay a commission with respect to any space leased by Subtenant under this Section 5the 7th - 9th Floor Premises, and Subtenant and Sublandlord shall each indemnify the other against all costsit will be delivered in “warm shell” condition, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed as defined in Exhibit D attached hereto. Tenant will be entitled to an improvement allowance calculated by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if multiplying (a) the Sublease or Subtenant’s right to possession $70.00 per rentable square foot of the Premises (or any portion thereof) is terminatedAvailable Space, times (b) Subtenant assigns any the fraction obtained by dividing (i) the number of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain months remaining in the initial Term following the commencement date applicable to the Available Space, by (ii) 153; (2) Landlord will be solely responsible for all costs and expenses associated with the construction, removal or modification of multi-tenant corridors; and (3) balcony space will not be included in the Sublease.rentable square footage of any Available Space. If Landlord and Tenant fail to timely execute such amendment, however, Tenant will nevertheless be obligated to lease the

Right of First Offer. The reference to “Suite 350” Providing Tenant is hereby deleted from Exhibit D attached not in default, the Lease is in full force and effect and Tenant is then occupying all the premises having been leased to the Sublease. Subject to then-existing renewal or expansion options Tenant in the Building, Tenant shall have the right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer on up to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 an additional contiguous 5,000 rentable square feet of to the Leased Premises the first time that said space becomes vacant and accordingly available for leasing to third parties during the period from the Commencement Date until May 31, 1996 (the “Offer "Expansion Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”"). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar right of first offer is subject and subordinate to the Offer Notice attached to rights of existing tenants of the Sublease as Exhibit E. Subtenant shall notify Sublandlord Building under contracts in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective effect as of the date hereof, and to Landlord's right to lease any portion of the Offer Expansion Space is one time to be included in parties other than Tenant, including Metropolitan Life Insurance Company or any of its subsidiaries. Landlord shall deliver to Tenant promptly after Landlord learns of the Premisessame, written notice specifying when the Expansion Space will become available. Within five (5) days thereafter, Tenant shall give written notice to Landlord of its intention to accept Landlord's offer to lease the Expansion Space and, within thirty (30) days thereafter, Tenant shall enter into a Lease Amendment acknowledging Tenant's acceptance of the Expansion Space on the same terms and conditions set forth in this Lease except that the Offer Notice and, to rental rate shall be adjusted for escalations in effect for Tenant at the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant time of the Offer Notice, Sublandlord has received an commencement of such Lease Amendment. The Expansion Space shall be accepted "as is" and Tenant shall bear the cost of constructing any required demising walls. In the event Tenant declines to accept Landlord's offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Expansion Space, Subtenant must exercise its rights hereunder, if at all, as to all of or does not provide written acceptance thereof or enter into the space contained in Lease Amendment within the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereundertime limits set forth above, then such the right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)granted herein shall terminate, and Sublandlord may Landlord shall be free to enter into a new lease or leases with third parties for all or a any portion of the Offer Expansion Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise Landlord shall deem appropriate in its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasesole discretion.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Provided that (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space x) there are at least three (the “Offer Space”3) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included years remaining in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as Term of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof Lease (it being understood and agreed that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect Tenant may exercise any unexercised Extension Term under this Lease to each Offer Spacesatisfy such requirement), and Sublandlord may lease all (y) Tenant has not assigned the Lease or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets sublet any portion of the Premises, other than to an Affiliate or in connection with a Permitted Transfer, and (cz) less than two full calendar years remain no uncured Event of Default exists as of the date of Landlord’s ROFO Offer Notice (as defined below), then subject to the existing rights of other tenants in the initial Term Building having expansion rights, rights of first offer, rights of first refusal or similar rights (if any) to lease such space (collectively, “Superior Tenant Expansion Rights”) (which such Superior Tenant Expansion Rights existing as of the Sublease.Lease Date with respect to the existing Potential ROFO Offer Space as of the Lease Date as shown on the floor plans attached hereto as Schedule K-1 are set forth on Schedule K-2 attached hereto, it being acknowledged and agreed that if the original Premises are expanded pursuant to Tenant’s Expansion Option, then the amendment(s) to the Lease to be entered into by the parties to memorialize the addition of the applicable Expansion Space shall also amend Schedule K-1 and Schedule K-2 to reflect the modified Potential ROFO Offer Space based on the full floor east or west increment(s) that are immediately adjacent to the Premises as so expanded and the Superior Tenant Expansion Rights on such modified Potential ROFO Offer Space existing as of the date of the applicable amendment), and subject to the right of Landlord to extend or renew the tenancy under any then current lease (even if no extension or renewal rights are contained in such tenant’s lease), Tenant shall have, except as set forth below, a one-time right of first offer on any full floor east or west increment that is immediately adjacent to the Premises as then constituted (i.e., including any expansion of the original Premises) (the “Potential ROFO Offer Space”) that is or becomes available for leasing in Landlord’s sole discretion (the “ROFO Offer Space”), on the following terms and conditions:

Right of First Offer. The reference Provided that Tenant did not exercise the Early Termination Right or Partial Surrender Right or the Outside Termination Right, Tenant has resources and means (as evidenced by financial statements delivered to “Suite 350” is hereby deleted from Exhibit D attached Landlord) sufficient to perform and satisfy its obligations under this Lease with respect to the Sublease. Subject to then-existing renewal Premises and the proposed Expansion Premises, there is no Event of Default under this Lease at the time Tenant delivers its Expansion Notice and Tenant (or expansion options Tenant’s Permitted Transferee) is then itself occupying the Premises, Landlord hereby grants the Tenant originally named in this Lease (and any Permitted Transferee) an ongoing right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the any space shown on Exhibit A, containing approximately 4,205 rentable square feet of space in Building 910 or Building 970 (the “Offer SpaceExpansion Premises”) in an “AS-IS” condition; such offer shall be in writing and specify effective throughout the terms for the Offer Space, Term of this Lease including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises any renewals (the “Offer NoticeExpansion Option”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect shall be subordinate to each Offer Space), the desire of Landlord to take back and Sublandlord may reoccupy the Expansion Premises and the following superior rights of tenants of Landlord in the Project as of the Effective Date to lease (currently or in the future) all or a portion of the Offer Space Expansion Premises: Fanatics, Inc. (collectively, the “Superior Rights” held by the “Superior Right Holders”). Landlord shall notify Tenant in writing (the “Landlord’s Expansion Notice”) from time to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying time when the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Expansion Premises (or any portion thereof) is terminatedthereof becomes available for lease to third parties, (b) Subtenant assigns any of its interest in this Sublease provided that no Superior Right Holder wishes to lease all or sublets any portion of the Expansion Space pursuant to its Superior Right. Pursuant to such Landlord Expansion Notice, Landlord shall offer to lease to Tenant the then available Expansion Premises. Landlord’s Expansion Notice shall describe the space so offered to Tenant and shall set forth the Annual Rent, and the other economic terms upon which Landlord is willing to lease such space to Tenant. Within twenty (20) days after receipt of Landlord’s Expansion Notice, Tenant shall deliver its irrevocable written notice to Landlord accepting, without qualification or modification, the terms set forth in Landlord’s Expansion Notice for the leasing of such Expansion Premises pursuant to the Expansion Option in its “AS IS” condition for a term co-terminus with the Term of this Lease (the “Expansion Notice”). The Expansion Notice shall be irrevocable when made by Tenant. If Tenant fails to deliver its Expansion Notice to Landlord within twenty (20) days after receipt of Landlord’s Expansion Notice, or if Tenant declines to lease such Expansion Premises, or (c) less than two full calendar years remain then Tenant’s right to lease such Expansion Premises shall lapse, and Landlord shall thereafter be free to lease such Expansion Premises to any third-party on the terms in the initial Term Landlord’s Expansion Notice; provided, however, that Landlord shall thereafter have the right to make non-material modifications to the non-economic terms (if any) of Landlord’s Expansion Notice, and to reduce the Annual Rent contained therein by no more than 7.5% or increase the tenant improvement allowance contained therein by no more than 7.5%. If Landlord proposes to lease such Expansion Premises to a third party in which the Annual Rent is more than 7.5% lower than stated in Landlord’s Expansion Notice, and/or the tenant improvement allowance is more than 7.5% higher than stated in Landlord’s Expansion Notice, or if a letter of intent for such Expansion Premises with a third party is not signed within nine (9) months from the date of Landlord’s Expansion Notice, then Landlord must again first offer to lease such Expansion Premises to Tenant in accordance with the terms, provisions and procedures set forth above. If Tenant timely delivers its Expansion Notice to Landlord, then Landlord and Tenant shall within thirty (30) Business Days thereafter execute a mutually acceptable amendment to this Lease, upon the terms and conditions set forth in Landlord’s Expansion Notice (including an amendment to this Lease to reflect the increase in rsf of the SubleaseLeased Premises and the proportionate increase in the Security (to the then-current (as of the commencement of the lease for the Expansion Premises) number of months of Annual Base Rent for the Expansion Premises as are then included in the L C Amount for Phases 1-3 of the Leased Premises, subject to further pro rata reduction as set forth in Section 4.10(b)) as a result of such expansion) and otherwise on the terms and conditions set forth in this Lease; provided, however, that any failure of the parties to execute such amendment shall not affect the validity of Tenant’s Expansion Notice. The right to lease the Expansion Premises set forth in this Section 3.7 is personal to the originally named Tenant (and any Permitted Transferee) herein and may only be exercised by such Tenant or Permitted Transferee (and not by any other assignee, subtenant or any transferee of all or any portion of Tenant’s interest in the Lease or the Premises) if such Tenant or Permitted Transferee then itself occupies the entire then-existing Premises leased pursuant to this Lease (except to the extent a portion is vacant due to a casualty or Tenant planning or constructing alterations therein).

Right of First Offer. Project. The reference to “Suite 350” is hereby deleted from Exhibit D attached term "Project Offer Space" herein means any rentable space in the Project, excluding the "Building Offer Space". Tenant shall not have any offer rights with respect to the Subleaseinitial leasing of any Project Offer Space, but these offer rights shall apply when such initial leases expire or terminate. Subject After the initial leasing of the Project Offer Space, in the event any Project Offer Space becomes available for lease at any time during the Term and the party, if any, in possession of such Project Offer Space does not desire to then-existing renewal or expansion options remain in possession, Landlord shall give Tenant written notice of other subtenantsthe availability of such Project Offer Space and of the proposed Minimum Annual Rent for such Project Offer Space (determined as provided below), and Tenant shall have the right, at its option, to lease such Project Offer Space provided (a) Tenant delivers to Landlord written notice exercising its right to lease such Project Offer Space within 30 days of receipt of Landlord's notice of availability of such Project Offer Space, and (b) Tenant is not in default in any material respect under this lease at the time Tenant exercises its right to lease such Project Offer Space and at the time Tenant is to take possession of such Project Offer Space. If Tenant fails to exercise timely its right to lease such Project Offer Space with respect to a particular notice of availability given by Landlord, Tenant will have no default by Subtenant existsfurther right to lease such Project Offer Space, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), and this right of first offer shall terminate with respect to such Project Offer Space, provided, however, that any portion of such Project Offer Space that remains unleased as of the date that is six months following Landlord's notice of availability must be re-offered to Tenant in accordance with this Section. If Tenant elects to exercise its right to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “such Project Offer Space”) in an “AS-IS” condition; , the terms, conditions and covenants applicable to such offer Project Offer Space shall be as set forth in writing this lease, except that the Minimum Annual Rent regarding such space shall be equal to 102% of the Minimum Annual Rent that was scheduled to be paid (without accounting for abatement, offset or any other reduction) by the prior tenant of the Offer Space over the last lease year in which the prior tenant paid or was to pay full Minimum Annual Rent, and specify such Minimum Annual Rent shall increase 2% (compounded) per lease year during the terms for term of this lease with respect to the Offer Space, including the rent to be paid for the Offer Space and the date on which the Project Offer Space shall be included delivered to Tenant in an "as is" condition. The commencement date for the lease covering such space shall be the date following the exercise of such option on which such space is first made available to Tenant. If Tenant exercises its right to lease such space, Landlord and Tenant shall execute and deliver an appropriate amendment to this lease regarding the lease of such space. The foregoing notwithstanding, Tenant shall have no right to lease any Project Offer Space unless at least two (2) full years remain in the Premises (Term hereof or unless Tenant has the “Offer Notice”). Sublandlord shall use good faith right to extend the Term and does so in determining connection with its lease of the rent amount for the Project Offer Space. The Offer Notice As noted above, Tenant shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an have any offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each initial leasing of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the Project, but these offer rights shall apply when such initial Term of the Subleaseleases expire or terminate.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to (a) Before Landlord may sell the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same Premises to any party (other than the then-current subtenant or occupant therein)third party, including, without limitation, pursuant to an unsolicited offer, Landlord must first offer to lease sell the Premises to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet Tenant by giving written notice ("Landlord’s Offer") of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date conditions on which the Offer Space shall be included in Landlord is willing to sell the Premises (the “Offer Notice”including, without limitation, purchase price, deposit, closing date and condition of title). Sublandlord shall use good faith in determining Tenant will have thirty (30) days after the rent amount for the date of receipt of Landlord’s Offer Space. The within which to notify Landlord that Tenant accepts Landlord’s Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms and conditions therein contained. Failure of Tenant to respond, as aforesaid, to Landlord’s Offer within said thirty (30) day period shall be deemed a rejection thereof, and upon Landlord’s request, Tenant shall promptly execute and deliver to Landlord a certificate reciting that Tenant received Landlord’s Offer and rejected or failed to accept said Landlord’s Offer (however, any failure of Tenant to deliver such certificate will not affect any such rejection). If Tenant accepts Landlord’s Offer, the closing of such sale to Tenant will take place pursuant to the terms of Landlord’s Offer. If Tenant rejects or does not accept Landlord’s Offer in writing within the aforementioned thirty (30) day period, Landlord may sell the Premises to any other person at a price equal to or greater than ninety-five percent (95%) of that set forth in Landlord’s Offer and upon terms and conditions not materially more favorable to the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms buyer than those set forth in Landlord’s Offer within nine (9) months after the Offer Notice anddate of Landlord’s Offer. At the end of such nine (9) month period, the right of Landlord to sell the Premises free from the right of first offer hereby granted will terminate, and the provisions of this Section 31 will apply to any subsequent proposed sale of the Premises by Landlord, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionstill applicable. Notwithstanding the foregoing, if before Sublandlord’s delivery in the event the Landlord enters into a valid and binding purchase and sale agreement with a prospective buyer, which agreement is fully executed by both parties and delivered within such nine (9) month period, then, in such event, upon written notice thereof to Subtenant Tenant, together with substantiating evidence of such executed agreement, such nine (9) month period shall be extended up to and including an additional three (3) months, within which Landlord and the prospective purchaser may close on the sale of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party OfferPremises. If Subtenant fails or is unable timely to exercise its This right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder shall remain in full force and effect solely throughout the Term of this Lease, but shall expire contemporaneously and be inapplicable if this Lease is a one-time right only with respect to each Offer Space), and Sublandlord may lease all terminated or a portion Tenant is dispossessed by reason of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying by Tenant hereunder. (b) Notwithstanding any provision in Section 31(a) to the entire Premises. For purposes hereofcontrary, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no Section 31 shall not apply in any event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions intra-familial sale or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession transfer of the Premises (to members, principals, shareholders or any portion thereof) is terminatedbeneficial owners of Landlord or their respective families including without limitation, (b) Subtenant assigns any parents, children, aunts, uncles and cousins, or trusts therefor, or the estate of its an individual holder of an interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLandlord.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options terms and conditions of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereinthis Section l.l(e), Tenant shall have the right of first offer to lease to Subtenant include within the Premises any space shown which becomes available on Exhibit A, containing approximately 4,205 rentable square feet Floors 18 through 39 of space the Building (the “"Offer Space”"). Tenant may not exercise its right to lease any Offer Space during any period when Tenant is in default under this Lease (which shall mean that no Event of Default has occurred and has not been cured during the applicable cure period, if any, unless otherwise waived in writing by Landlord). If less than two (2) years remain in the Lease Term, Tenant must exercise an Extension Option under Section 2.l(b) in an “AS-IS” condition; such offer order to lease any Offer Space and if no Extension Option remains to be exercised Tenant's rights under this Section l.1(e) shall terminate. For purposes of this Section l.1(e), the phrase "any space which becomes available" shall mean any space on Floors 18 through 39 of the Building which is vacant or is scheduled to be vacated within six (6) months but no space shall be in writing and specify the terms for considered Offer Space until it has been previously leased to another tenant under a written lease agreement (an "Initial Lease"). Landlord shall not offer to lease nor lease any Offer Space to a party other than Tenant without first providing Tenant with written notice that the Offer Space, including Space is available to lease or will be available to lease within the rent to be paid next six (6) months ("Availability Notice"). The Availability Notice shall include Landlord's proposed Fair Market Rent for the Offer Space in accordance with Section 2.6(b)(iv), but should Tenant not accept such proposal then Landlord may provide a different proposed Fair Market Rent for purposes of any arbitration under Section 2.6(b)(v) and Landlord's original proposal shall not be binding upon Landlord nor admissible by Tenant in any such arbitration. Tenant shall have ten (10) Business Days after receipt of an Availability Notice to notify Landlord in writing that it will lease all of the date Offer Space subject to such Availability Notice and whether Tenant accepts Landlord's proposed Fair Market Rent. If Tenant does not exercise its option with respect to the Offer Space described in an Availability Notice then Landlord may lease the space identified therein to a third party on which any terms that Landlord may deem acceptable. Any Offer Space leased by Tenant under this Section 1.1 (e) shall be leased under all of the terms and conditions of this Lease including expiration date, renewal options and services except that: (i) Landlord shall deliver the space to Tenant as previously improved with clean paint and carpet but Landlord shall have no obligation to install any Tenant Improvements in the space or to contribute any money towards any alteration or improvement thereof; and (ii) Base Rent shall be the Fair Market Rent proposed in the Availability Notice, if accepted by Tenant, or as otherwise determined under Section 2.6(b) below. Tenant's right to lease the Offer Space is a Personal Right and is subject and subordinate to any: (A) renewal rights or expansion options granted under any Initial Leases and any other subsequent leases covering space on Floors 18 through 32; and (b) renewal rights, expansion options or rights of first offer granted under any Initial Leases covering space on Floors 33 through 39. With respect to Offer Space available on Floors 18,19 and 20, this right of first offer shall be a continuing right, and such Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar offered to the Offer Notice attached Tenant as provided herein from time to the Sublease time as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire such Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers becomes available. With respect to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premisesavailable on Floors 21 through 39, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is shall be a one-time right only only, and if Tenant does not exercise its right with respect to each Offer Space described in an Availability Notice for any such space, such space described in the Availability Notice shall no longer be considered Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.

Right of First Offer. The reference At any time from and after the date hereof, prior to “Suite 350” is hereby deleted from Exhibit D attached entering into a lease of the Expansion Space (as hereinafter defined) to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party a tenant (other than the then-current subtenant existing tenant of the Expansion Space or occupant thereinNAVTEQ North America, LLC or an affiliate thereof), first offer Landlord shall send notice to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Tenant (the “Offer Space”"Landlord's Expansion Space Notice") in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and specifying the date on which that the Offer Expansion Space shall will be included in available. In the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects event Tenant desires to lease the entire Offer Space on Expansion Space, and provided that Tenant is not then In default under any of the terms set forth in and conditions of the Offer NoticeLease beyond any applicable notice and cure period hereunder, then Tenant shall send to Landlord, within ten (10) business days after Sublandlord delivers to Subtenant the Offer following Tenant's receipt of Landlord's Expansion Space Notice. If Subtenant timely elects , an offer to lease the Expansion Space (Tenant's Offer") on an "as-is" basis (except that Landlord shall cut in an archway in the corridor to connect the Expansion Space to the demised premises), for a term of at least three (3) years at the rental rates specified in Tenant's Offer Spacecommencing upon the date set forth in Landlord's Expansion Space Notice. In the event that Landlord shall receive Tenant's Offer within said ten (10) business day period, then Sublandlord Landlord shall have the option to accept Tenant's Offer and Subtenant shall execute an amendment amend the Lease to this Sublease, effective as of include the date the Offer Expansion Space is to be included in the Premises, on upon the terms set forth in the Tenant's Offer, or (ii) to reject Tenant's Offer Notice and, to the extent in which event Landlord shall not inconsistent enter into a lease with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party tenant upon rental terms that are less favorable to Landlord than the terms set forth in Tenant's Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of without first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on offering such terms as Sublandlord to Tenant who shall then have ten (10) days to accept such terms by giving written notice to Landlord, failing which Landlord may electproceed with a lease to such third party). Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.The term "

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal terms of this Paragraph 58 and any expansion or expansion options first offer rights in favor of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) tenants that are in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective place as of the date the Offer Space is to be included in the Premiseshereof (“Existing Rights”), on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant Tenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is have a one-time right only with respect of first offer to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the rentable area on the ninth (9th) floor of the Building (the “First Offer Space”). As of the date of this Lease, the First Offer Space but is vacant. Upon Landlord receiving from a third party a bonafide expression of interest in leasing the First Offer Space, and subject to the Existing Rights, Landlord shall send Tenant a written notice (the “First Offer Notice”) advising Tenant that Landlord has received from a third party such notice provides for an expansiona bonafide expression of interest in leasing the First Offer Space. If Tenant does not receive a First Offer Notice because, right of first refusalafter the date hereof, or other preferential the First Offer Space is initially leased to a tenant having a superior right to lease some the First Offer Space then, if the First Offer Space thereafter becomes available for lease (as hereinafter defined) during the term of this Lease, Landlord shall deliver a First Offer Notice to Tenant advising Tenant that the First Offer Space is available for lease and the anticipated date of delivery of the remaining portion First Offer Space. The First Offer Space will be “available for lease” under the immediately preceding sentence if the lease for the initial tenant of the Offer Space, then such remaining portion of the First Offer Space shall thereafter be excluded from is expiring or terminating and such tenant has not elected to extend its lease whether pursuant to an existing option or new terms negotiated between the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, tenant and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLandlord.

Right of First Offer. The reference (a) If any of Helion or Sierra shall desire at any time within three (3) years from the Effective Date to “Suite 350” is hereby deleted from Exhibit D attached to effect the Sublease. Subject to then-existing renewal or expansion options Transfer of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space its Equity Shares and/or its Preferred Shares (the “Offer SpaceROFO Offered Shares”), then such selling Shareholder (“ROFO Selling Shareholder”) shall forthwith express its intention in writing to Transfer any of the ROFO Offered Shares to each other Shareholder excluding SAIF (each such Shareholder an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeEligible Shareholder”). Sublandlord SAIF shall use good faith in determining not be entitled to this Right of First Offer. The Eligible Shareholder shall have the rent amount right to quote a price for the Offer Spacepurchase of the ROFO Offered Shares to the ROFO Selling Shareholder within fourteen (14) days from date of receipt of the written intention of Transfer of the ROFO Offered Shares by the ROFO Selling Shareholder. The Offer Notice Upon receipt by the ROFO Selling Shareholder of the written communication by the Eligible Shareholders containing the price offered by the Eligible Shareholders for purchase of the ROFO Offered Shares, the ROFO Selling Shareholder shall be substantially similar entitled to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from find a third party purchaser, if any, within twenty-one (21) days from the date of receipt such written communication from the Eligible Shareholders, who are willing to purchase the ROFO Offered Shares at a price more than 5% of the price offered by the Eligible Shareholders for the purchase of the ROFO Offered Shares. If the ROFO Selling Shareholder fails to or is unable to find a third party purchaser within the time period specified above to purchase the ROFO Offered Shares at a price more than 5% of the price quoted by the Eligible Shareholders, and the ROFO Selling Shareholder proposes to sell its ROFO Offered Shares to the Eligible Shareholders, the ROFO Selling Shareholder will indicate in writing to the Eligible Shareholders of such fact (“Third Party OfferROFO Offered Shares Availability Notice”) and such Third Party Offer includes space in excess the Eligible Shareholders shall purchase the ROFO Offered Shares from the ROFO Selling Shareholder should the ROFO Selling Shareholder decide to sell the ROFO Offered Shares. In the event the Eligible Shareholders do not consummate the purchase of ROFO Offered Shares within 30 days from the receipt of the Offer SpaceROFO Offered Shares Availability Notice (“Defaulting Holder”), Subtenant must exercise the ROFO Selling Shareholder shall be free to sell the ROFO Offered Shares to the third party purchaser at any price it deems fit, in its rights hereunder, if at all, as sole discretion. It is hereby agreed that the price quoted by the Eligible Shareholder for the first three times to all the ROFO Selling Shareholder for the purchase of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights ROFO Offered Shares under this Section 5 if a default exists 6.2A(a) shall not be binding on the Eligible Shareholder, and the Eligible Shareholder shall have the right to reject, negotiate or Subtenant re-negotiate the price so quoted for the first three times by the Eligible Shareholder. Provided however that, it is not then occupying agreed that the entire Premises. For purposes hereof, if an Offer Notice is delivered price quoted by the Eligible Shareholder for less than all the fourth time to the ROFO Selling Shareholder for the purchase of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant ROFO Offered Shares under this Section 56.2A(a) shall be binding on the Eligible Shareholder, and Subtenant and Sublandlord shall each indemnify should the other against all costsROFO Selling Shareholder decide to sell the ROFO Offered Shares to the Eligible Shareholder, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession sale of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of ROFO Offered Shares to the Premises, or (c) less than two full calendar years remain in Eligible Shareholder shall be at the initial Term of price quoted by the SubleaseEligible Shareholder for the fourth time to the ROFO Selling Shareholder.

Right of First Offer. The reference Upon condition that Tenant is not in default in the performance of any covenant or obligation to “Suite 350” is hereby deleted from Exhibit D attached to be performed by Tenant under this Lease beyond any applicable notice or cure periods, Landlord agrees that Landlord will not enter into any new lease of any space within the Sublease. Subject to then-existing renewal or expansion options Building which may become vacant during the Term of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space this Lease (the “First Offer Space”) in an “AS-IS” condition; such with any tenant unless Landlord shall first offer shall be in writing and specify said space to Tenant. Prior to entering into negotiations with any other party to lease the terms for the First Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space Landlord shall be included in the Premises give Tenant notice (the “Landlord’s First Offer Notice”)) that such space is available for leasing. Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar If Tenant fails to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, Landlord within ten (10) days after Sublandlord delivers to Subtenant the of Tenant’s receipt of Landlord’s First Offer Notice. If Subtenant timely elects Notice that Tenant wishes to lease the First Offer Space, then Sublandlord Tenant shall have waived any and Subtenant shall execute an amendment all rights it may have under this Section 21.18 with respect to this Subleasethe First Offer Space. If Tenant notifies Landlord within ten (10) days of Tenant’s receipt of Landlord’s First Offer Notice that Tenant wishes to lease the First Offer Space, effective as of the date the First Offer Space is shall automatically be leased to be included Tenant on the same terms and conditions as are set forth in this Lease with respect to the Premises, on except that the terms set forth in Base Rent shall be then “Fair Market Rental Rate” for the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the First Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely Tenant shall fail to exercise its right hereunderof first offer, then such at Landlord’s request, Tenant shall execute a release of its right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect herein granted as applicable to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space space so offered to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire PremisesTenant. For purposes hereofof this Lease, if an Offer Notice is delivered the term “Fair Market Rental Rate” shall mean the annual rent for less than all similar commercial type property in Weston, Florida (taking into account: size, location, condition and other relevant factors, and the term of the Offer Space but such notice provides for an expansionextension period, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, permitted use and other liability business provisions provided for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of Lease) at the Premises, or (c) less than two full calendar years remain time in the initial Term of the Subleasewhich Tenant exercises its option.

Right of First Offer. The reference (a) Landlord intends to “Suite 350” is hereby deleted from Exhibit D attached develop a building to be known as Colonial Center 500 which will include approximately 83,447 square feet of rentable area of office space on the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party second (other than the then-current subtenant or occupant therein2nd), third (3rd) and fourth (4th) floors (hereinafter the "First Offer Space"), as demarcated on Exhibit "H" to this Lease as the "First Offer Space". Landlord acknowledges that Tenant may wish to expand the Premises and lease a portion or portions of the First Offer Space, Tenant, however, acknowledges that Landlord must be in a position to lease the First Offer Space to other tenants. In order to accommodate Tenant's desires regarding the First Offer Space and Landlord's requirement for future leasing of the First Offer Space, Landlord hereby grants to Tenant a right of first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the First Offer Space. The Offer Notice After necessary permitting and following approval by Landlord's board of directors to construct Building 500 but prior to construction of Coloxxxx Xxxxxx 000, Xxxxxxxx xxxll notify Tenant of the projected completion time table and Landlord and Tenant shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten have sixty (1060) days after Sublandlord delivers to Subtenant negotiate a letter of intent setting forth the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the major deal terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each leasing of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the First Offer Space (the "Letter of Intent"). If Tenant does not elect to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than lease all of the First Offer Space, the portions of the First Offer Space but such notice provides leased may begin on the second (2nd) floor (for an expansion, right of first refusal, a full or other preferential right to lease some partial floor requirement) or the third (3rd) floor (for only a full floor requirement) and the fourth (4th) floor will be available only after Tenant leases all of the remaining third (3rd) floor, and then only on a full floor basis. Landlord may commence construction upon giving the required notice herein. If Landlord and Tenant agree on the Letter of Intent for all or a portion of the First Offer Space, then Landlord and Tenant shall execute a lease thereon containing the agreed upon terms within thirty (30) days of execution of such remaining portion Letter of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseIntent.

Right of First Offer. The reference to “Suite 350” Provided Tenant is hereby deleted from Exhibit D attached not in default of its obligations hereunder and subject to the Subleaserights of any existing Building tenants and Landlord's right to extend the term of an existing lease, Landlord shall provide Tenant with written notice of its intent to offer for lease specific space located in the Building which is available or will become available for lease ("LANDLORD'S INTENT TO LEASE NOTICE"). Subject In the event that Tenant desires to then-existing renewal or expansion options lease said space it shall have five (5) business days after receipt of other subtenantsLandlord's Intent to Lease Notice to deliver to Landlord a notice of its exercise of its "Right of First Offer" together with the most recent available audited financial statements of Tenant upon which Landlord can adequately assess the financial condition of Tenant (the "EXERCISE OF RIGHT OF FIRST OFFER NOTICE"). In the event that Tenant fails to deliver its Exercise of Right of First Offer Notice within said five (5) business day period, Tenant shall have waived its right to the space and shall have no further right pursuant to this Section XLVIII to the space offered for the remainder of the term of this lease, as it may be extended. In the event Tenant timely exercises its "Right of First Offer", within five (5) business days of receipt of Tenant's Exercise of Right of First Offer Notice, Landlord shall deliver to Tenant a notice which shall set forth the premises' square footage, the availability date, the term of occupancy (which term shall be comparable to what would be offered in the market for comparable space in a comparable building in the Alewife area), the rent, the base years for the purpose of Tax and Operating Cost Excess, the security deposit requirements, and provided no default the tenant improvements to be performed by Subtenant existsLandlord, Sublandlord shall, before offering the same to if any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing "RIGHT OF FIRST OFFER NOTICE"). The terms and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included conditions contained in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Right of First Offer Notice shall be substantially similar to reflect Landlord's good faith determination of the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the then current fair market rental terms set forth available for comparable premises in the Offer Notice, within Building to new tenants and shall reflect Landlord's security deposit requirements based upon Landlord's assessment of Tenant's financial condition. Tenant shall have ten (10) days after Sublandlord delivers following receipt of the Right of First Offer Notice to Subtenant accept said space on the terms and conditions offered, and if Tenant shall fail to accept the Offer Noticewithin said ten (10) day period, Tenant shall have waived its right to the space and shall have no further right pursuant to this Section XLVIII to the space offered for the remainder of the term of this lease, as it may be extended. If Subtenant timely elects In the event Tenant accepts the offer of any space pursuant to lease the Offer Spacethis Section XLVIII, then Sublandlord Landlord and Subtenant Tenant shall execute an amendment to this SubleaseLease, effective as of the date the Offer Space is to be included in the Premises, on setting forth the terms set forth in and conditions for the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all by Tenant of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseso acquired.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options rights of other subtenantstenants in the Building, if any, and provided no default pursuant to the following, Tenant shall have a one time right to lease in whole and not in part, or unless otherwise agreed to in writing by Subtenant existsLandlord and Tenant, Sublandlord shallall of the “Expansion Space” adjacent to its Demised Premises as delineated on Exhibit A pursuant to the following terms and conditions: Should Landlord receive a bona fide third party offer for all the Expansion Space, before offering Landlord shall notify Tenant in writing (“Landlord’s Notice”) of its intention to lease said Expansion Space to a third party. Within five (5) business days of Landlord’s Notice, Tenant must notify Landlord in writing of its intention to lease all of said Expansion Space (“Tenant’s Notice”) at the same to any party (other than Basic Rent and terms and conditions of the then-current subtenant or occupant therein), first offer to lease to Subtenant Lease on the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer Demised Premises except that there shall be no Work Allowance or free rent period in writing connection with the Expansion Space and specify the terms Basic Rent for the Offer Space, including Expansion Space shall not be less than the rent to be paid pursuant to the third-party offer for the Offer Space and Expansion Space. The Term of the date on which Lease for the Offer Expansion Space shall be included in co-terminus with the Lease provided that such Right of First Offer shall not be exercisable by Tenant if there shall be less than three (3) years remaining on the Term taking into account any renewal of this Lease then exercised by Tenant. Should Tenant exercise this right, all of said Expansion Space shall be added to Tenant’s Demised Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount and commencement of Basic Rent for the Offer Space. The Offer Expansion Space shall occur thirty (30) days from the date of Tenant’s Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Expansion Space. Notwithstanding anything contained herein to the contrary, Tenant shall accept said Expansion Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Noticeits “As-Is” condition and shall be responsible for any improvements for said Expansion Space. If Subtenant timely elects after five (5) business days Tenant has not notified Landlord in writing pursuant to the conditions above of Tenant’s election to lease the Offer Expansion Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to Landlord may lease all or part of the Offer Expansion Space from a to any third party (a “Third Party Offer”) with any further obligation to Tenant. This Right of First Refusal will, therefore, expire and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right Tenant shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right have no further option to lease some the Expansion Space for the remainder of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease Term.

Right of First Offer. The reference to “Suite 350” is Landlord hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options grants Tenant a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease purchase the Property on the terms and conditions set forth in this Section 1 (“Right of First Offer”). If, prior to Subtenant the space shown on Exhibit Alast day of the forty-eighth (48th) full calendar month after the Effective Date (or, containing approximately 4,205 rentable square feet if the New Building Lease is executed, the forty-eighth (48th) full calendar month after the issuance of space a certificate of occupancy for the building to be constructed pursuant to the New Building Lease), Landlord shall desire to market the Property or otherwise solicit an offer to purchase the Property (a “ROFO Sale Offering”), then Landlord shall not make any ROFO Sale Offering without first delivering to Tenant a written notice of the ROFO Sale Offering (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer ROFO Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer ROFO Notice shall be substantially similar include the material terms of the ROFO Sale Offering, including the proposed purchase price (the “ROFO Purchase Price”). For thirty (30) days following receipt of the ROFO Notice, TIME BEING OF THE ESSENCE, Tenant shall have the right to elect, by written notice to the Offer Notice attached Landlord (a “ROFO Exercise Notice”), to purchase the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space Property on the material terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer ROFO Notice. If Subtenant timely elects Tenant fails to lease the Offer Spacedeliver a ROFO Exercise Notice within such thirty (30)-day period, then Sublandlord Landlord may thereafter attempt to sell (and Subtenant shall execute an amendment sell) the Property at a purchase price and on other terms and conditions relevant to this Subleasethe economic consideration for the transaction, effective that, considered as a whole, are not less than 90% of the date ROFO Purchase Price and other terms and conditions relevant to the Offer Space is to be included in economic consideration for the Premises, on the terms transaction set forth in the Offer Notice andROFO Notice, considered as a whole. The period prior to the extent not inconsistent ROFO closing date, including any due diligence inspections, and the closing under the Right of First Offer shall be conducted in accordance with the Offer Notice terms, the terms of this Subleasethe ROFO Sale Offering. Notwithstanding the ROFO Sale Offering terms, Landlord shall convey good and marketable fee simple title to the Property to Tenant by special warranty deed and related documents of conveyance typical of a North Carolina commercial real estate closing, subject only to the permitted exceptions as of Landlord’s acquisition of the Property, ad valorem taxes and assessments for the then current calendar year and subsequent years, matters of zoning, matters that would be revealed by a current survey, utility easements granted in connection with the development of the Property and any amendments to any declarations of covenants conditions and restrictions applicable to the Property that either were entered into without Landlord’s consent or were approved by Tenant before being entered into by Landlord and other exceptions to title that do not materially interfere with the use of the Property as an office building (collectively, “Permitted Exceptions”). To the extent that any material terms are not addressed in the ROFO Sale Offering, the customary practices of commercial real estate closings in North Carolina shall apply; provided, however, Subtenant that (a) except for the deed warranties, any conveyance of the Property to Tenant pursuant to this Section 1 will be on an as-is, where-is, with-all-faults basis, without further representation or warranty of any kind, express or implied, and (b) it will be a condition of any such sale that the Lease be terminated effective upon closing. Time is of the essence as to this Section 1. Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of a ROFO Exercise Notice this Section 1 shall accept automatically become null and void. If an Event of Default occurs under the Offer Space in an “ASLease after issuance of a ROFO Exercise Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 1 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant. The rights granted to Tenant under this Section 1 are personal to the originally-IS” condition. named Tenant and may not be assigned to any party other than a Permitted Transferee Notwithstanding the foregoing, if before Sublandlord’s delivery the provisions of this Section 1 shall not apply to Subtenant any foreclosure sale or conveyance in lieu of the Offer Noticeforeclosure, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right but shall lapse, time being of the essence be reinstated with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion succeeding owner(s) of the Offer Space to third parties Property on such the terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseconditions set forth above.

Right of First Offer. The reference Landlord hereby grants to “Suite 350” is hereby deleted from Exhibit D attached Tenant a right to lease the Qualified Space (as defined below) on and subject to the Subleaseterms and conditions set forth in this Section. Subject to then-existing renewal As used herein, “Qualified Space” means any vacant on the floor directly below the Leased Premises (2nd Floor) space of the Building that becomes available during the term of this Lease, including without limitation, any extensions or expansion options renewals thereof. Provided that Tenant is not in default of other subtenantsthis Lease, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first Landlord shall offer to lease the Qualified Space to Subtenant the space shown Tenant on Exhibit A, containing approximately 4,205 rentable square feet of space terms and conditions that are acceptable to Landlord (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeProposal”). Sublandlord Tenant shall use good faith in determining the rent amount for either accept or reject the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord Proposal in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, Landlord within ten (10) days after Sublandlord delivers to Subtenant of receipt of the Offer NoticeProposal (or be deemed to reject the Offer Proposal). If Subtenant timely elects Tenant does not accept such Offer Proposal, or is deemed to reject the Offer Proposal, Landlord is permitted for a period of one (1) year following the date of such rejection (or deemed rejection) to enter into a third party lease (“Third Party Lease”) for such Qualified Space on terms not less favorable to Landlord than those contained in the Offer Proposal. If Landlord fails to enter into a third party lease within one (1) year following the date of Tenant’s rejection of the Offer Proposal, Landlord shall reoffer to Tenant the right to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment Qualified Space according to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms above. In such event, Tenant will be deemed to have waived its right to enter into a lease for the Qualified Space. The rights set forth in the Offer Notice and, this Section 1.01(X) are personal to the extent party executing this Lease and are not inconsistent with the Offer Notice terms, the terms assignable or transferable. Upon a permitted assignment or subletting of this Sublease; however, Subtenant shall accept Lease the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises1.01(X) shall expire and be of no further force and effect. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 shall terminate if (a) hereunder are conditioned upon and subject to Tenant’s not being in default beyond any applicable cure period during the Sublease or Subtenant’s right to possession of time the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseTenant accepts such Offer Proposal.

Right of First Offer. The reference Provided Sublessee is not then in default of -------------------- its obligations under this Sublease, in the event that Sublessor elects to “Suite 350” is hereby deleted from Exhibit D attached to vacate any portion of the Sublease. Subject to then-existing renewal or expansion options of other subtenants, Premises (the "Offer Space") and provided no default by Subtenant exists, Sublandlord shall, before offering offer the same for sublease to any party third parties unaffiliated with Sublessor, Sublessee shall have a one-time (other than the then-current subtenant or occupant therein), with respect to each Offer Space) right of first offer to lease sublease such Offer Space as follows: in the event that Sublessor shall desire to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for sublease the Offer Space, including Sublessor shall submit written notice (the rent "Offer Notice") to be paid for Sublessee, setting forth (i) the rentable square footage of the Offer Space, (ii) the date (the "Proposed Delivery Date") on which Sublessor proposes to deliver the Offer Space to Sublessee and (iii) the date on Basic Rent, Electric Service Amount and all Additional Rent at which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for Sublessor proposes to sublease the Offer Space. The If Sublessee shall elect to lease the Offer Notice Space, Sublessee shall be substantially similar to notify Sublessor of such election within thirty (30) days following receipt of the Offer Notice attached and Sublessor and Sublessee shall promptly enter into an amendment to this Sublease binding Sublessee to sublease the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on upon the terms set forth contained in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant Notice for the Offer Noticebalance of the remaining term of this Sublease. If Subtenant timely elects Sublessee does not elect to lease the Offer Space, then Sublandlord and Subtenant Sublessor shall execute an amendment be free to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and sublease such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such upon substantially similar terms and conditions as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of contained in the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this SubleaseNotice. In no event shall Sublandlord Sublessor be obligated to pay a commission with respect exercise Sublessor's rights to any lease additional space leased by Subtenant under this Section 5, pursuant to Subsections 24(s) and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a24(t) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any Lease for the benefit of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseSublessee. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.]

Right of First Offer. The reference Provided that the Tenant is not in Default, Tenant shall have the Right of First Offer on additional marketable space (“Expansion Premises”) within the building (“Right of First Offer”) as it becomes available. Landlord shall provide Tenant with written notice of intention to market, including the economic terms, (“Suite 350” is hereby deleted Notice of Intent to Market”). Tenant shall have twenty (20) business days from Exhibit D attached receipt of written notice by Landlord to negotiate the economics for the Expansion Premises. Except for the economics, all other terms and conditions for the Expansion Premises shall be consistent with those applicable to the SubleasePremises. Subject If Tenant does not deliver to thenLandlord Tenant’s Acceptance Notice within the applicable 20-existing renewal business day period, Landlord shall have the right to market and lease such Expansion Premises to any person(s) other than Tenant on any terms Landlord desires and without offering or expansion options of other subtenantsfurther offering such Expansion Premises to Tenant, and provided Tenant shall have no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), further right of first offer to lease such Expansion Premises pursuant to Subtenant this Paragraph 47. Any Expansion Premises leased by Tenant will be added to the space shown on Exhibit APremises as of the date provided in the offer, containing approximately 4,205 rentable square feet of space (and the “Offer Space”) in an “AS-IS” condition; such offer shall Rent will be in writing and specify the terms for the Offer Space, including adjusted to reflect the rent to be paid for with respect to Expansion Premises in accordance with the offer. Tenant agrees to execute amendments to this Lease to reflect additions to the Premises resulting from the exercise of the Right of First Offer. Tenant's lease of any Expansion Premises pursuant to this Right of First Offer Space will be on all the terms and conditions set forth in this Lease, with the date on exception of the economics, which the Offer Space shall be included in the Premises (the “set as described above. This Right of First Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer NoticeExpansion Premises is personal to Tenant or any Permitted Transferee, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditiontransferable. Notwithstanding the foregoing, Tenant shall not have the Right of First Offer under this Paragraph 47 if before SublandlordTenant is in Default under this Lease at the time such Expansion Premises becomes available (and Landlord shall have no obligation to deliver to Tenant any Landlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer). If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect In addition to the exercise thereof (it being understood that each Right of Subtenant’s five rights First Offer, Tenant shall have the option to expand into contiguous space or relocate to another suite if space becomes available. Terms will be negotiated at the time of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all such expansion or a portion of the Offer Space to third parties on such terms as Sublandlord may electrelocation. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.-43-

Right of First Offer. The reference 32.1 Provided Tenant is not then in default beyond any applicable grace period, Landlord agrees to “Suite 350” provide Tenant with a continuing right of first offer for any space to become available for lease on the third (3rd) floor of the Building (the "First Offer Space"). In the event any First Offer Space shall become available for lease and Landlord is hereby deleted from Exhibit D attached prepared to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same lease such First Offer Space to any party (other than third party, Landlord shall first provide written notice to Tenant of the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet availability of space (the “such First Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify . In the terms for event Landlord notifies Tenant of the availability of all or any part of the First Offer Space, including such notice (the rent to be paid for "ROFO Notice") shall specify the size and location of the First Offer Space ("Notice Space") and the date on terms and conditions upon which the Offer Space Landlord is willing to offer such Notice Space, which terms shall be included in the Premises those Landlord is willing to accept from a third-party tenant (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer ROFO Notice, otherwise upon the same terms and conditions set forth in this Lease). Tenant shall have the right to lease all of the Notice termsSpace by furnishing Landlord with written notice of its election to lease such Notice Space within ten (10) Business Days after Tenant's receipt of the ROFO Notice. In the event Tenant delivers notice to Landlord of its election to lease the Notice Space, Landlord and Tenant shall enter into an amendment of this Lease providing for those terms and conditions as set forth in Landlord's offer, provided however, if the term the Notice Space shall commence during the last two (2) years of the initial Term or any Renewal Term, Tenant shall be obligated to extend the term of this Lease with respect to the then existing Premises for a period to be co-terminous with the Notice Space at the Prevailing Rental Rate (as defined in Exhibit F) and otherwise upon the same terms and conditions of this Lease. If the parties cannot agree on the Prevailing Rental Rate, the terms of this Sublease; however, Subtenant Prevailing Rental Rate shall accept the Offer Space be determined as provided in an “AS-IS” condition. Exhibit F. Notwithstanding the foregoing, if before Sublandlord’s delivery in the event Tenant declines its right to Subtenant of exercise its right pursuant to the ROFO Notice, Landlord shall not enter into any lease for the Notice Space upon net effective terms less favorable to Landlord (taking into account commissions payable, tenant improvements and other capital improvements, and rent paid), unless Landlord first re-offers to Tenant in writing (the "Re-Offer Notice") the more favorable terms (in which case, Sublandlord Tenant shall have a period of five (5) Business Days to respond thereto); such obligation to re-offer more favorable terms shall continue until a lease for the Notice Space has received an offer to lease all or part of the Offer Space from been executed by Landlord and a third party (a “Third Party Offer”) and Tenant has declined such Third Party Offer includes space in excess of terms that are more favorable to Tenant). Except for Tenant's right to accept the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained terms described in the Third Party Offer. If Subtenant fails or is unable timely Re-Offer Notice, nothing contained herein shall be deemed to exercise its grant Tenant a right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each refusal for the leasing of First Offer Space), and Sublandlord may lease all Space or a any other portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights Building, it being the intention of the Landlord and Tenant that the right of notification granted under this Section 5 if a default exists or Subtenant Article is not then occupying for the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all purpose of affording the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right Tenant the opportunity to offer to lease some of additional space on the remaining portion of third floor at the Offer Space, then time that such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Subleasespace becomes available and Landlord is prepared to lease it. In no event shall Sublandlord be obligated Tenant's obligation to pay a commission with respect to any space leased by Subtenant under this Section 5, Base Rent and Subtenant and Sublandlord Additional Rent shall each indemnify commence upon the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming terms set forth in Landlord's notice regarding the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseNotice Space.

Right of First Offer. The reference (a) At any time after the Rights Trigger Date, if either Inland or LMLP (except if the Rights Trigger Date occurs because of an Event of Default by an LMLP Partner) wishes to sell their Percentage Interest or cause the Partnership to sell any Qualified Asset (for the purposes of this section, such selling Partner, the “Suite 350” is hereby deleted from Exhibit D attached ROFO Offering Partner”), the ROFO Offering Partner shall deliver a written notice (a “ROFO Notice”) to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Other Partner (the “Offer SpaceROFO Responding Partner)”) in an “AS-IS” condition; such offer shall be specifying to the ROFO Responding Partner in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises conditions (the “ROFO Terms”) and the price (the “ROFO Offer Price”) at which the ROFO Offering Partner would be willing to sell their entire Percentage Interest or the ROFO Offering Partner would be willing to permit the Partnership to sell any of the Qualifying Assets, as the case may be, to the ROFO Responding Partner. Any ROFO Notice shall reference the invocation of this Section 11.1 and shall constitute an irrevocable offer from the ROFO Offering Partner to the ROFO Responding Partner to sell its entire Percentage Interest or permit the sale by the Partnership of the stated Qualifying Assets, as the case may be, at the ROFO Offer Price. If the ROFO Responding Partner does not elect to buy the ROFO Offering Partner’s entire Percentage Interest or the stated Qualifying Assets, as the case may be, within forty-five (45) days following receipt of the ROFO Notice by delivering an election notice to the ROFO Offering Partner (the “ROFO Response Notice”), subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be permitted to sell their entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, to a bona fide third party pursuant to an arm’s length transaction on terms not more favorable to such bona fide third party than the ROFO Terms and for an amount equal to or greater than the ROFO Offer Price (the “Required Third Party Price and Terms”). Sublandlord In the event the ROFO Responding Partner fails to timely deliver a ROFO Response Notice, subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall use good faith in determining be permitted to sell its entire Percentage Interest or any of the rent amount Qualifying Assets on behalf of the Partnership, as the case may be, for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Required Third Party Offer”) Price and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseTerms.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. A. Subject to then-existing renewal or expansion options and in accordance with the provisions of other subtenants, this Paragraph 35 and provided no that Sublessee is not then in default by Subtenant existsof the provisions of this Lease, Sublandlord shallSublessor agrees that if, before offering as and when space in the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be Paramus Facility not then included in the Demised Premises becomes available (such space, the “Offer "Available Space"), Sublessor will notify Sublessee thereof and of the terms and conditions pursuant to which Sublessor will lease such Available Space (such notice, "Availability Notice”"). Sublandlord shall use good faith in determining If Sublessee elects to add the rent amount for the Offer Space. The Offer Notice shall be substantially similar Available Space to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space Demised Premises on the terms and conditions set forth in the Offer Availability Notice, Sublessee shall deliver notice of its election ("Expansion Election Notice") to Sublessor within ten fifteen (1015) days after Sublandlord delivers to Subtenant of the Offer date of Sublessee's receipt of the Availability Notice. If Subtenant timely elects Sublessee agrees that, if it fails to deliver the Expansion Election Notice as and when aforesaid, it shall be deemed to have elected not to lease the Offer SpaceAvailable Space and to have forever waived its right to exercise its option to add the Available Space to the Demised Premises and Sublessor shall have the right to lease the Available Space to a third party free and clear of any claim of Sublessee thereto. Notwithstanding such waiver, then Sublandlord and Subtenant shall execute however, Sublessor agrees that if the Available Space is offered to a third party at an amendment to this Sublease, effective as annual base rent less than ten percent (10%) of the date the Offer Space is to be included in the Premises, on the terms annual base rent set forth in the Offer Availability Notice, Sublessor will notify Sublessee of such reduction (such notice, "Reduction Notice") and Sublessee shall have five (5) days from its receipt of such Reduction Notice and, to deliver its Expansion Election Notice to Sublessor. If Sublessee elects to add the Available Space to the extent not inconsistent with Demised Premises, such Available Space shall be added to the Offer Notice terms, Demised Premises for all purposes under this Lease and on the terms and conditions as are then in effect as modified by the terms and conditions of the Availability Notice, and/or the Reduction Notice, as applicable, as of the earlier of the date listed in the Expansion Election Notice or the date that is thirty (30) days from the date of the Availability Notice or Reduction Notice, if applicable. Any termination, expiration, cancellation or surrender of this Sublease; however, Subtenant Lease shall accept the Offer Space terminate any right or option to expand provided for in an “AS-IS” conditionthis Paragraph 35 not yet exercised. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all Said right or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant option may not exercise its rights under this Section 5 if a default exists be separately sold, assigned or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseotherwise transferred.

Right of First Offer. The reference ACC grants to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options CSOD a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant sublease all or part of the space shown on Exhibit Aremaining Original Sublease Premises (i.e., containing approximately 4,205 rentable square feet of space excluding the Subleased Premises) (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify for a term expiring on the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”)Expiration Date. Sublandlord shall use good faith in determining the rent amount for ACC currently occupies the Offer Space. The Offer Notice shall be substantially similar If ACC should elect to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord vacate and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease any or all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess for sublet, subject to SAP’s exercise of its recapture rights under Sublease I, ACC shall notify CSOD of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as terms under which ACC intends to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a any portion of the Offer Space to third parties on such terms as Sublandlord may electfor sublease. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant Provided CSOD is not then occupying in material default or breach of this Sublease II, CSOD shall have ten (10) business days from receipt of ACC’s notification in which to notify ACC, in writing, of its election to sublease the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space that is the subject of ACC’s notice upon the terms and conditions contained in ACC’s notice for a term expiring on the Expiration Date. If CSOD accepts ACC’s offer, this Sublease II shall thereafter be excluded from amended to incorporate the provisions Offer Space that is the subject of ACC’s notice under the terms and conditions contained in said ACC’s notice for a term expiring on the Expiration Date. Such amendment shall be subject to the approval of SAP and Water Garden as provided in Sublease I and the Lease. Should CSOD reject or fail to timely respond to ACC’s notice, or should Water Garden or SAP reject the proposed amendment to this SubleaseSublease II, CSOD’s Right of First Offer as granted by this section shall be extinguished with respect to the portion of the Offer Space which was the subject of ACC’s notice. In The foregoing notwithstanding, in the event that ACC receives a bona fide offer to sublease the “Offer Space,” then CSOD shall be presented with written notice of said offer and shall have two (2) business days to match said offer. If CSOD does match the offer, CSOD shall be entitled to lease the Offer Space subject to the terms of that offer. If CSOD does not match the offer, then ACC will have no event further obligation to sublease the Offer Space to CSOD. Nothing in this section shall Sublandlord restrict ACC’s right to enter into a termination agreement with SAP to terminate ACC’s obligations with respect to the Offer Space under Sublease I; nor shall ACC be obligated to pay a commission with respect offer to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify sublease the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain Offer Space in the initial Term event of the Sublease.any such agreement which substantially reduces or eliminates ACC’s obligations under Sublease I.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options provisions set forth hereinafter, Tenant will have a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant from Landlord all rentable space in the space shown on Exhibit Abuilding located at building located at 0000 Xxxxxxxx Xxxxxx, containing approximately 4,205 rentable square feet of space Xxx Xxxx, Xxxxxxxxxx (the “Offer SpaceAdditional Premises”), on the same terms as contained in this Lease for the Premises, except that (i) the rent abatement rights and leasehold improvement allowance granted under this Lease in respect of the initial Premises will not apply to the Additional Premises; (ii) the Work Letter attached hereto will not apply to the Additional Premises; (iii) the Base Rental due for such Additional Premises will be as set forth in this Paragraph; (iv) references in this Lease to the Building would instead refer to the particular building in which the Additional Premises are located; and (v) in the event that the Additional Premises leased by Tenant is less than all rentable space in the building in which such space is located, then Tenant’s lease of such space will be subject to such reasonable restrictions, rules, limitations, and regulations as Landlord reasonably deems necessary or appropriate in the context of a multi-tenant building lease, as contrasted with this Lease which is a lease for space in a single-tenant building. The Base Rental for the Additional Premises will be at a rate equal to the Fair Market Rent (as defined in Exhibit J-1, but with references therein to “Premises” to such Additional Premises). If Tenant exercises its right of first offer, Landlord will grant to Tenant a leasehold improvement allowance equal to the Fair Market Allowance (as defined in Exhibit J-1), which Tenant may apply toward Tenant’s initial leasehold improvements (upon which Landlord and Tenant must mutually agree) to the Additional Premises. All costs of such leasehold improvements in excess of such allowance will be borne by Tenant. Such leasehold improvements will be performed by Tenant, and such allowance will be disbursed by Landlord, subject and pursuant to a work letter under which the tenant performs the work using an “AS-IS” conditionallowance, which work letter will be prepared by Landlord and substantially the same as the Work Letter attached hereto as Exhibit D. Landlord’s Work (as defined in Paragraph 7.2) will not apply to the Additional Premises, but Landlord will deliver to Tenant possession of the Additional Premises in Turnover Condition (as defined in Paragraph 7.2). Landlord agrees that the electrical system, mechanical system, heating, ventilation and air conditioning system; such offer plumbing system, and fire sprinkler system, serving the Additional Premises and the roll up doors servicing the Additional Premises shall be in writing good working condition and specify the terms for the Offer Spaceoperable, including the rent to be paid for the Offer Space and the date on which decks and roof covering the Offer Space Additional Premises shall be included water tight, all of the foregoing as of the date Landlord delivers possession of the Additional Premises to Tenant. Except to the extent caused by the acts or omissions of Tenant or a Tenant Party (as defined in Paragraph 9.3) or by any alterations or improvements performed by or on behalf of Tenant, if such systems are not in good working order or the roof is not water tight as of the date possession of the Additional Premises is delivered to Tenant and Tenant provides Landlord with notice of the same within ninety (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice 90) days following delivery of such possession, Landlord shall be substantially similar responsible for repairing or restoring the same. If Tenant fails to give such notice within such 90-day period, then the Offer Notice attached Additional Premises will conclusively be presumed to have been in good and satisfactory condition when possession was delivered. If Tenant gives such notice within such 90-day period, then the Sublease Additional Premises will conclusively be presumed to have been in good and satisfactory condition when possession was delivered except as Exhibit E. Subtenant shall notify Sublandlord noted in writing whether Subtenant elects such notice. Except as otherwise expressly set forth in this Paragraph, Tenant will be deemed to lease have accepted the entire Offer Space on Additional Premises in “as-is” condition, and except as otherwise expressly set forth in this Paragraph and except for Landlord’s ongoing repair and maintenance obligations as set forth in this Lease, Landlord will have no additional obligation to improve, renovate or remodel the terms Additional Premises or any portion of the Building or provide any allowance therefor as a result of Tenant’s exercise of its right of first offer. Landlord’s obligation to replace the roof as set forth in the Offer Notice, within ten (10) days after Sublandlord delivers last sentence of Paragraph 9.3 will not apply to Subtenant the Offer NoticeAdditional Premises. If Subtenant timely elects to lease Tenant’s net worth at the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise time Tenant exercises its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a oneless than 90% of Tenant’s net worth as of December 31, 2011 (as set forth on Tenant’s 10-time right only with respect to each Offer SpaceQ for the quarterly period ended 12-31-2011), Landlord may reasonably require a commercially reasonable security deposit or letter of credit (or a commercially reasonable increase in any existing security deposit or letter of credit under this Lease) before disbursing any such allowance; if Tenant’s net worth at the time Tenant exercises its right of first offer is at least 90% of Tenant’s net worth as of December 31, 2011 (as set forth on Tenant’s 10-Q for the quarterly period ended 12-31-2011), then the required security deposit or letter of credit under this Lease will be increased by an amount equal to the last month’s Base Rental for the Additional Premises, and Sublandlord may lease Tenant will provide Landlord with such increase as a condition to Landlord’s disbursement of such allowance. Tenant will provide Landlord with reasonable evidence of such net worth (or make the same available to Landlord on the internet) promptly after Tenant exercises such right of first offer. The provisions of this Paragraph will apply to all or a portion any of the Offer Space Additional Premises as all or any of the Additional Premises may become available for lease, subject and subordinate to third parties the following expansion, renewal, and extension rights and options: 5-year extension option held by Pillar Data Systems, Inc. (and its successors and assigns) on such terms as Sublandlord may elect0000 Xxxxxxxx Xxxxxx; and, and to any extensions or renewals of existing leases for the Additional Premises. Subtenant However, Tenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for Paragraph as to less than all of the Offer Space but Additional Premises offered by Landlord. Within 10 days following receipt of written notice from Landlord that all or some of the Additional Premises is available for lease (which notice Landlord may not give more than 10 months prior to the end of the lease term of the applicable Additional Premises) and of Landlord’s determination of Fair Market Rent and Fair Market Allowance for such Additional Premises, Tenant will deliver to Landlord a written notice provides for an expansion, in which Tenant (i) elects to exercise its right of first refusaloffer for the Additional Premises set forth in Landlord’s notice and accepts the terms stated in Landlord’s notice, (ii) elects to exercise its right of first offer for the Additional Premises set forth in Landlord’s notice but disputes Landlord’s determination of Fair Market Rent or other preferential Fair Market Allowance or both, in which case the parties will proceed with the dispute resolution mechanism set forth in Exhibit J-2; or (iii) declines to exercise its right of first offer for the Additional Premises set forth in Landlord’s notice Term, in which case Tenant’s right of first offer will lapse and be of no further force and effect with respect to lease some of the remaining offered portion of the Offer SpaceAdditional Premises only. If Tenant fails to notify Landlord within such period, time being of the essence, then such remaining Tenant’s right of first offer will lapse and be of no further force and effect with respect to the offered portion of the Offer Space shall thereafter be excluded from Additional Premises only. If Tenant exercises the right granted herein, Landlord will prepare, and Landlord and Tenant will enter into, a commercially reasonable amendment to this Lease to incorporate the respective portion of the Additional Premises and to make necessary adjustments to the Base Rental and similar provisions of this SubleaseLease. In no event shall Sublandlord If Tenant fails to execute and deliver to Landlord the requisite amendment to this Lease within 30 days after Landlord’s delivery of such amendment to Tenant, Landlord may elect, in its sole and absolute discretion, to notify Tenant in writing that if Tenant fails to execute and deliver such amendment within 10 days after Landlord’s delivery of such notice, that such failure may result in the voiding of Tenant’s exercise of such right of first offer or an Event of Default or both; if Landlord delivers such notice and Tenant fails to execute and deliver to Landlord the requisite amendment to this Lease within 10 days after Landlord’s delivery of such notice to Tenant, such failure (i) will, if Landlord so elects in Landlord’s sole and absolute discretion, render Tenant’s exercise of such right of first offer null and void; and (ii) will, if Landlord’s so elects in Landlord’s sole and absolute discretion, constitute an Event of Default. The foregoing right of first offer may not be obligated severed from this Lease or separately sold, assigned or transferred and is subject to pay a commission with respect to any space leased by Subtenant under this Section 5the following additional conditions, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if namely: (a) the Sublease or Subtenantthat Tenant’s right to possession of first offer will expire on the 6th anniversary of the Premises (or any portion thereof) is terminated, Commencement Date of the initial Lease Term; (b) Subtenant assigns that the Lease Term for any of its interest in Additional Premises will run concurrently with this Sublease or sublets any portion of the Premises, or Lease; (c) less that, at the time that Tenant exercises this right of first offer for any Additional Premises, no Event of Default exists; (d) that Tenant has not been in Monetary Default (as defined in Paragraph 35) under the Lease two or more times during the 24-month period immediately preceding the applicable deadline for Tenant’s exercise of its right of first offer as set forth above; (e) that Fusion-io, Inc. has not assigned the Lease (other than two full calendar years remain in the initial Term of the Subleaseto Permitted Affiliated Transferees) and has not subleased more than 20,000 rentable square feet (other than to Permitted Affiliated Transferees).

Right of First Offer. The reference Prior to “Suite 350” is hereby deleted from Exhibit D attached to execution of a lease for the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable 15,000 square feet of space Rentable Area depicted on EXHIBIT C-1 attached hereto (the “"First Offer Space”"), during the first four (4) years of the Term of this Lease, and so long as Tenant is not then in an “AS-IS” condition; such offer shall be in writing and specify default under this Lease, Landlord will notify Tenant of the terms for the Offer Space, including the rent to and conditions upon which it would be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects willing to lease the entire First Offer Space on the terms set forth in the Offer Notice, to Tenant. If within ten (10) business days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects receipt of Landlord's notice, Tenant agrees in writing to lease the First Offer SpaceSpace at the current market rate then being charged by Landlord for comparable space in the Building and upon such terms and conditions set forth in Landlord's notice, then Sublandlord Landlord and Subtenant shall Tenant will execute an amendment to this Sublease, effective as of Lease adding the date the First Offer Space is to be included in the Premises, on Premises within ten (10) business days after Landlord's receipt of Tenant's notice of intent to lease upon all the same terms as this Lease except as modified by the terms set forth in Landlord's notice. If Tenant does not deliver its notice of intent to lease the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the First Offer Space in an “ASor elects not to lease the First Offer Space within such 10 business-IS” condition. Notwithstanding the foregoingday period, if before Sublandlord’s delivery to Subtenant then this right of the Offer Notice, Sublandlord has received an first offer to lease all or part of the First Offer Space from a third party (a “Third Party Offer”) will lapse and such Third Party Offer includes space in excess be of no further effect and Landlord will have the Offer Space, Subtenant must exercise its rights hereunder, if at all, as right to all of lease the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the First Offer Space to any third parties party on the same or any other terms and conditions, whether or not such terms as Sublandlord may electand conditions are more or less favorable than those offered to Tenant. Subtenant may not exercise its rights The right granted to Tenant under this Section 5 if a default exists or Subtenant paragraph is not then occupying personal to Tenant and to any Permitted Transferee; furthermore, in the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all event of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions any assignment of this Sublease. In no event shall Sublandlord be obligated Lease to pay a commission with respect party other than a Permitted Transferee or a sublease to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the a party other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if than a Permitted Transferee Tenant of more than fifty percent (a50%) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in this right of first offer to lease the initial Term First Offer Space shall thenceforth be null and void and of the Subleaseno further force and effect.

Right of First Offer. The reference Provided that (i) Tenant has not been in default hereunder at any time during the Lease Term beyond any applicable cure period, (ii) the creditworthiness of Tenant is then acceptable to “Suite 350” Landlord, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (iv) the current use of the Leased Premises is hereby deleted from Exhibit D attached acceptable to Landlord, and subject to any rights of other tenants to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsOffer Space, and provided no default by Subtenant exists, Sublandlord Landlord shall, before offering the same to any entering into a lease with a third party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant for the space shown crosshatched on the attached Exhibit A, A-1 containing approximately 4,205 25,536 rentable square feet of space (the “Offer Space”), notify Tenant in writing of the terms and conditions under which the Offer Space would be made available for leasing (“Landlord’s Notice”). Tenant shall have ten (10) business days after delivery of Landlord’s Notice to deliver to Landlord Tenant’s written agreement to lease such space on the terms and conditions contained in an “AS-IS” condition; Landlord’s Notice. In the event Tenant fails to deliver to Landlord its agreement within said ten (10) day period, such offer failure shall be in writing and specify the terms for conclusively deemed a rejection of the Offer Space, including whereupon Tenant shall have no further rights with respect to the rent Offer Space and Landlord shall be free to lease the Offer Space to a third party. In the event the existing tenant of the Offer Space does not renew its lease and Tenant does not exercise its option to lease the Offer Space, Tenant shall have the option to lease only the adjacent two (2) bays adjacent to the Offer Space. Tenant shall notify Landlord of its desire to lease only the two (2) bays within ten (10) business days after deliver of Landlord’s notice. In the event Tenant leases the Offer Space or, alternatively the two (2) bays, such leasing shall be paid on the same terms and conditions as set forth in this Lease, except as provided below, and except as may be specified in Landlord’s Notice. Tenant shall accept possession of the Offer Space or two (2) bays “as is” and there shall be no Landlord’s Allowance. The Commencement Date for the Offer Space and or two (2) bays shall occur within forty-five (45) days after delivery of Landlord’s Notice or upon substantial completion of any tenant finish improvements in the date on which Offer Space whichever is sooner. The term for the Offer Space or two (2) bays shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Offer Space shall be included in two (2) years and the term for the original Leased Premises (shall be extended, if necessary, to be coterminous with the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount term for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date Minimum Annual Rent for the Offer Space is to or two (2) bays shall be included in the Premises, on the terms set forth in the Offer Notice and, equal to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept rate which is then being quoted by Landlord to prospective new tenants for the Offer Space or two (2) bays, excluding free rent and other concessions, provided, however, that in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlordno event shall Tenant’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of Minimum Annual Rent per square foot for the Offer Space from a third party or two (a “Third Party Offer”2) and bays 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 Third Party Offer includes space in excess extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Offer Space, Subtenant must exercise its rights hereunder, if at all, Building for space of comparable size and quality and with similar or equivalent improvements as to all of the space contained are found in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunderBuilding, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions, provided, however, that in no event shall the Minimum Annual Rent during such right extended term be less than the highest Minimum Annual Rent payable during the original Lease Term for the original Leased Premises. It is understood and agreed that this option shall lapse, time being of not be construed to prevent any tenant in the essence with respect Building from extending or renewing its lease or expanding its leased premises. Notwithstanding anything contained herein to the exercise thereof (it being understood contrary, Landlord hereby agrees that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may any lease all or a portion of entered into for the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may with an initial tenant shall not exercise its rights under this Section 5 if exceed a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to five (5) year lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseterm.

Right of First Offer. The reference Promptly following the receipt of any Sale Notice, the Company shall deliver written notice to “Suite 350” is hereby deleted from Exhibit D attached Windward of the receipt of such notice and Windward shall have the right to make an offer to purchase the Company in accordance with this Paragraph 3G. Windward shall have the right, exercisable within 30 days of the receipt of the Company's notice, to submit an offer to purchase the Company by delivering a written proposal (the "Windward Purchase Proposal") to the Sublease. Subject to then-existing renewal or expansion options Company and the other holders of other subtenantsCompany Securities, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) which proposal will set forth in an “AS-IS” condition; such offer shall be in writing and specify reasonable detail the terms for and conditions upon which Windward will agree to purchase the Offer SpaceCompany in a Sale of the Company, including the rent Company Securities or assets to be paid for the Offer Space acquired and the date on which consideration to be paid. If as a result of the Offer Space consummation of the Sale of the Company pursuant to the terms of the Sale Proposal that the Initiating Holders intend to accept pursuant to Paragraph 3D, (a) the holders of Series D Preferred Stock would receive an aggregate amount equal to the aggregate Series D Liquidation Value, (b) the holders of Series C Preferred Stock would receive an aggregate amount less than the aggregate Series C Liquidation Value and (c) the holders of Series C-1 Preferred Stock would receive an aggregate amount less than the aggregate Series C-1 Liquidation Value, the Initiating Holders shall be included in the Premises deliver written notice (the “"Windward First Offer Notice”). Sublandlord ") to Windward to such effect and Windward shall use good faith have the right (the "Windward First Offer Purchase Right") to purchase the Company in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on accordance with the terms set forth in the Windward Purchase Proposal. Within 10 days following receipt of the Windward First Offer Notice, Windward may exercise the Windward First Offer Purchase Right by delivering written notice (the "Windward Purchase Notice") of such election to the Company and each of the other Shareholders within ten (10) 10 days after Sublandlord delivers to Subtenant following the receipt of the Windward First Offer Notice. If Subtenant timely Windward elects to lease exercise the Windward First Offer SpacePurchase Right, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as (i) within 10 days following receipt of the date Windward Purchase Notice, the Offer Space Company (and/or each Shareholder, if the Windward Purchase Proposal is an offer to acquire Company Securities by sale, merger or otherwise), must accept the Windward Purchase Proposal, including entering into any related definitive agreement(s) and consummating the Sale of the Company in accordance with the terms and conditions thereof and (ii) Windward shall be included obligated to purchase the Company in the Premises, on accordance with the terms set forth in the Offer Notice andWindward Purchase Proposal; provided, however, that any obligation or other liability of any selling Shareholder will be individual to such Shareholder (and not joint or joint and several) and will be limited to the extent net amount of proceeds received by such Shareholder from such sale; provided, further, that representations, if any, required by any Shareholder shall be limited to the status of its title to the interests it is selling. If Windward does not inconsistent with deliver a Windward Purchase Notice within the Offer Notice terms10-day period referred to above, the terms of this Sublease; however, Subtenant Initiating Holders shall have the right to accept any Sale Proposal and effectuate the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant Sale of the Offer Notice, Sublandlord has received an offer Company pursuant to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleasePart 3.

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to If the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 2,476 rentable square feet of space adjacent to the Premises (the “Offer Space”) in an “AS-IS” condition; such ), becomes available for lease, Tenant shall have the right of first offer shall be in writing and specify the terms for to lease the Offer Space, including . Tenant’s rights under this Section 1 of Exhibit F are subject to the rent rights (existing as of the Commencement Date) of existing tenants. Landlord shall deliver to be paid Tenant written notice (the “Offer Space Availability Notice”) stating the Landlord’s calculation of the Base Rent for the Offer Space and the date on other terms and conditions upon which the Landlord proposes to lease such Offer Space shall be included and any modifications in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten Space Availability Notice required by the fact that the remaining Term may be longer or shorter than that being proposed by Landlord. Tenant shall have five (105) business days after Sublandlord delivers to Subtenant delivery of the Offer Space Availability Notice to deliver to Landlord a notice (the “Offer Space Exercise Notice”) exercising Tenant’s option with respect to the Offer Space. If Subtenant timely elects Tenant must exercise its right under this Section with respect to all (and not a portion) of the Offer Space. Failure by Tenant to deliver its Offer Space Exercise Notice within such five (5) business day period shall be deemed a failure of Tenant to exercise the option herein granted with respect to the Offer Space and Landlord shall thereafter be free to lease the Offer Space to another tenant on terms acceptable to Landlord. If Tenant exercises its right with respect to the Offer Space, Landlord and Tenant shall then Sublandlord and Subtenant shall execute promptly enter into an amendment to this Sublease, effective as of Lease (the date “Offer Space Amendment”) adding the Offer Space is to be included the Lease for a term co-terminus with the existing Term on terms consistent with the Offer Space Availability Notice taking into account any modifications in the Premises, on the terms set forth in the Offer Space Availability Notice andrequired by the fact that the remaining Term may be longer or shorter than that proposed by Landlord, and otherwise substantially on the terms and conditions of this Lease. Notwithstanding anything herein to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoingcontrary, if before SublandlordTenant is in Default on the date of Tenant’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) Exercise Notice or following such delivery and such Third Party prior to the full execution of the Offer includes space Space Amendment, then, at Landlord’s election Tenant shall have no right to lease the Offer Space and Tenant shall have no further rights under this Section. The provisions of this Section are personal to the Tenant first named in excess this Lease and shall not inure to the benefit of any assignee or subtenant. The provisions of this Section shall be of no further force upon Landlord’s leasing of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.

Right of First Offer. The reference During the period from Rent Commencement Date -------------------- (Fifth Floor) through the expiration of the Term, provided that an Event of Default shall not be outstanding, the Tenant shall have the right of first offer with respect to “Suite 350” any rentable space in the Building that is hereby deleted from Exhibit D attached not covered by Section 22 of this Lease and is not otherwise subject to the Sublease. Subject to then-existing rights of renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering tenants in the same Building (the "Expansion Space"). The Landlord shall give notice to the Tenant when the Landlord is ready to market any party portion of the Expansion Space (other than the then-current subtenant or occupant therein"Notice"), first offer to lease to Subtenant . The Notice shall set forth the space shown on Exhibit A, containing approximately 4,205 rentable square feet amount of space (to be offered, the “Offer Space”) in an “ASlocation of such space on the third floor and the per-IS” conditionsquare-foot rental rate then being quoted; such offer which terms shall be in writing and specify the terms for the Offer Space, including the rent comparable to be paid for the Offer Space and the date on which the Offer Space shall be included those generally being offered in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount market for the Offer Space. The Offer Notice shall be substantially similar to office space in the Offer Notice attached to Xxxx Valley area. Within ten (10) business days after Tenant's receipt of the Sublease as Exhibit E. Subtenant Notice, the Tenant shall notify Sublandlord the Landlord in writing whether Subtenant elects it desires to lease the entire Offer Expansion Space on the terms offered by the Landlord. If the Tenant elects not to lease the Expansion Space, the Landlord shall be free to lease such space to another tenant or third party. In the event that the Tenant exercises its right of first offer for the Expansion Space, then Landlord shall deliver the Expansion Space to Tenant in "AS-IS" condition within five (5) calendar days after the date of Landlord's receipt of Tenant's notice of exercise ("Expansion Space Commencement Date"). Upon delivery by Landlord to Tenant the Expansion Space shall be deemed to be part of the Premises and to be leased to Tenant on all the same terms and conditions as are set forth in this Lease, except: (I) unless otherwise agreed by the Landlord and the Tenant, per-square-foot rental rate set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant Notice shall be the Offer Notice. If Subtenant timely elects to lease per-square-foot rental rate for the Offer Expansion Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms (ii) The Tenant Improvement Allowance set forth in the Offer Notice andshall be the per-square foot Tenant Improvement Allowance for the Expansion Space, (iii) the term for the Expansion Space shall be the term set forth in the Notice, and (iv) the Tenant's Proportionate Share shall be increased to account for the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant amount of the Offer Notice, Sublandlord has received an offer to lease all or part Expansion Space leased by the Tenant as of the Offer rent commencement date for the Expansion Space. The rent commencement date for the Expansion Space from a third party shall be forty-five (a “Third Party Offer”45) and such Third Party Offer includes space in excess of calendar days after the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party OfferExpansion Space Commencement Date. If Subtenant fails or is unable timely to exercise the Tenant exercises its right hereunder, then such right shall lapse, time being of the essence first offer with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Expansion Space, then such remaining portion of the Offer Space parties promptly shall thereafter be excluded from the provisions of enter into an appropriate amendment to this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.

Right of First Offer. The reference to “Suite 350” (a) Provided Tenant is hereby deleted from Exhibit D attached not in default under the terms of the Lease, and subject to the Sublease. Subject rights of existing tenants, Landlord hereby grants to then-existing renewal or expansion options Tenant a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer (“ROFO”) to take possession of any space within the fourth (4th) floor of the Building adjacent to the Premises that is or shall become available for direct lease to Subtenant by Landlord during the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Lease Term (the “Offer Expansion Space”). For purposes of the ROFO, Expansion Space will be considered “available for lease” if (1) in an no bona fide written lease agreement exists relative to such Expansion Space or (2) the Expansion Space is due to become vacant because a tenant’s lease has or will expire and tenant has not elected to renew the Lease. Landlord will advise Tenant of Expansion Space that will become “AS-ISavailable for lease” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer ROFO Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice ROFO shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, exercised within ten (10) days after Sublandlord delivers to Subtenant the Offer Tenant’s receipt of a ROFO Notice. If Subtenant timely elects to lease Tenant may exercise the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, ROFO as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant available Expansion Space, provided the ROFO is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered exercised for no less than all of 1,000 RSF. Should Tenant exercise the Offer ROFO, Tenant shall take the Expansion Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under terms and conditions set out in the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of Lease for the Premises, or except the Base Rental Rate per RSF paid by Tenant for such Expansion Space shall be equal to the then-current Base Rental Rate, as provided for in this Amendment, and subject to the same annual Base Rent increases thereafter. Tenant’s Pro Rata Share of Operating Expenses shall be adjusted to include the Expansion Space. Failure by Tenant to exercise its Right of First Offer within ten (c10) less than two full calendar years remain in the initial Term days after receipt of a ROFO Notice shall be deemed a rejection by Tenant of the SubleaseExpansion Space, and this Right of First Offer shall terminate and be of no further force and effect.

Right of First Offer. The reference to “Suite 350” Provided that Tenant is hereby deleted from Exhibit D attached to not in default under this Lease at the Sublease. Subject to then-existing renewal or expansion options time of other subtenantsexercise of Tenant's right hereunder, and provided no default by Subtenant existsso long as the space described herein is available, Sublandlord shallTenant shall have, before offering during the same to Initial Term and any party (other than the thenextension thereof, a continuous non-current subtenant or occupant therein), exclusive right of first offer to lease the entire space located on the first floor of the Building ("Option Space"), which Option Space Landlord may offer to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”)other prospective tenants. Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Tenant's right to lease the entire Offer Option Space is subject and subordinate to all encumbrances on the terms set forth Option Space in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective existence as of the date of Lease execution. Landlord represents that all encumbrances related to the Offer right to lease the Option Space are identified on Exhibit "G." The Option Space, encompassing approximately 17,000 square feet of rentable floor area, is outlined on Exhibit "A-2". This right of first offer may be exercised, at Tenant's option, at any time during the Initial Term and any extension thereof by giving written notice to be included in Landlord (the Premises"Acceptance"), on the same terms and conditions as those set forth in the Offer Notice andthis Lease, except as to Basic Rent and tenant improvements (which will be determined pursuant to the extent not inconsistent further paragraphs in this Subsection); the Lease term for the Option Space shall run co-terminous with the Offer Notice termsLease. The rent reserved herein, i.e., the "Basic Rent", for the Option Space shall be set at a figure which is equal to the then prevailing fair market rental value for the Premises at the time of the Acceptance, as determined by mutual agreement between Landlord and Tenant or by arbitration in accordance with the provisions of this Lease. If Landlord and Tenant are unable to agree upon said fair market rental value within thirty (30) days from the date of the Acceptance, then the matter shall be determined by arbitration, pursuant to the terms of this Sublease; however, Subtenant shall accept Subsection. The parties agree to a standard of good faith and reasonableness in their attempts to affirmatively resolve the Offer Space in an “AS-IS” conditionissue of Basic Rent. Notwithstanding anything to the foregoingcontrary in this Lease, Landlord and Tenant agree that under no circumstances shall the Basic Rent be less for the Option Space than the Premises. Arbitration, if required, shall be before Sublandlord’s delivery one disinterested arbitrator if one can be agreed upon, otherwise before three disinterested arbitrators, one to Subtenant of be named by the Offer NoticeLandlord, Sublandlord has received an offer to lease all or part of one by the Offer Space from a third party (a “Third Party Offer”) Tenant and such Third Party Offer includes space in excess of one by the Offer Space, Subtenant must exercise its rights hereunder, if two thus chosen. Each arbitrator shall have at all, as to all of the space contained least ten years professional experience and achieved "MAI" status in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being American Institute of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseReal Estate Appraisers.

Right of First Offer. The reference Subject to “Suite 350” is hereby deleted from Exhibit D attached any rights granted to other tenants or occupants at the Ridder Park Technology Center prior to the Sublease. Subject date of this Lease (including any tenant’s renewal of an existing lease at the 1717 Fox Building, whether or not such tenant has an express right to then-existing renewal or expansion options of other subtenantsrenew), and provided no that Tenant is not in default by Subtenant existsunder the terms of this Lease beyond any applicable notice and cure period, Sublandlord shall, before offering the same to original Tenant named in this Lease and any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Affiliate (the “Original Tenant”) shall have a right (“First Offer Right”) to lease any space located within the 1717 Fox Building (the “First Offer Space”) in an ), each time any First Offer Space comes available for lease at any time during the period commencing on the date of this Lease and expiring at the expiration of the Term of this Lease (the “AS-IS” condition; such offer Exercise Period”). The First Offer Right shall be exercisable by the Original Tenant or an Affiliate only if the Original Tenant and/or any Affiliate is in writing and specify possession of one hundred percent (100%) of the terms for Premises at the Offer Space, including time the rent to be paid for the First Offer Space and becomes available. During the date on which the Offer Space Exercise Period, Landlord shall be included in the Premises give Tenant a one-time written notice (the “Offer Notice”)) of the availability of the First Offer Space, which Offer Notice shall include a site plan identifying the First Offer Space and a summary of the economic terms for which Landlord is willing to enter into a lease of the First Offer Space for a term equal to the greater of (a) a term that is coterminous with the Term of this Lease, and (b) two (2) years. Sublandlord The parties acknowledge and agree that except with respect to such economic terms, all of the terms and provisions of the Lease shall use good faith in determining apply to any lease by Tenant of the rent amount for the First Offer Space. The Offer Notice shall be substantially similar to Upon receipt by Tenant of the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Notice, if Tenant desires to lease the entire First Offer Space on but objects to the economic terms set forth in the Offer Notice, Landlord and Tenant shall negotiate in good faith in an attempt to reach an agreement with respect to the economic terms of a lease of the First Offer Space within ten (10) business days after Sublandlord delivers to Subtenant Landlord’s delivery of the Offer Notice. If Subtenant timely elects the parties fail to agree with respect to the economic terms of the lease of the First Offer Space within such ten (10) business day period, Landlord shall thereafter be free to lease such space to any third party on such terms and conditions that Landlord deems appropriate in its sole and absolute discretion, except as otherwise expressly provided in this Section. In the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as event the lease of the date the First Offer Space is to be included in completed within nine (9) months after the Premises, date of the Offer Notice on economic terms which are more than ninety percent (90%) of the total economic terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 with respect to the First Offer Space set forth in the Offer Notice shall terminate if expire (a) subject to any rights of Tenant under this Section following the Sublease termination or Subtenant’s right expiration of such Superior Lease [as defined below] prior to possession the expiration of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest Exercise Period as provided in this Sublease or sublets any portion Section). If the lease of the Premises, First Offer Space is not completed within nine (9) months after the date of the Offer Notice or if Landlord desires to enter into a lease of the First Offer Space on economic terms which are ninety percent (c90%) or less than two full calendar years remain the total economic terms set forth in the initial Term Offer Notice, then before consummating a lease on the terms contained in the Offer Notice, Landlord shall give Tenant a new Offer Notice, and the terms of this Section shall apply with respect to such First Offer Space. Notwithstanding anything to the contrary contained herein, with respect to any First Offer Space leased by Landlord to a third party after the date of this Lease (a “Superior Lease”) where Tenant has not exercised its First Offer Right after having been given the opportunity to do so as required herein, the rights granted to Tenant herein with respect to such First Offer Space shall recommence only following the expiration or earlier termination of the SubleaseSuperior Lease, including any renewal of such 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. Landlord and Tenant acknowledge that the First Offer Space is currently available for lease on the same economic terms as this Lease, that Tenant has been provided with an Offer Notice with respect to the First Offer Space and that Tenant does not at this time desire to lease the First Offer Space. Consequently, Tenant shall not have a First Offer Right until any First Offer Space is available for lease following the termination or expiration of any future Superior Lease of the First Offer Space.

Right of First Offer. The reference Prior to “Suite 350” is hereby deleted from Exhibit D attached to execution of a lease for all or any portion of the Sublease. Subject to then-existing renewal or expansion options space immediately adjoining the Premises on the third (3rd) floor of other subtenantsthe Building, (the "First Offer Space"), and provided no Tenant is not then in default by Subtenant existsunder this Lease, Sublandlord shall, before offering Landlord shall notify Tenant of the same to any party (other than the then-current subtenant or occupant therein), first offer terms and conditions upon which it would be willing to lease the First Offer Space to Subtenant Tenant. Notwithstanding the space shown on Exhibit Aforegoing, containing approximately 4,205 rentable square feet of space (if Tenant fails to lease the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the First Offer Space, including Landlord shall not be obligated to offer said space again to Tenant at any time during the rent to be paid for Term of the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”)Lease. Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, If within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects receipt of Landlord's notice, Tenant agrees in writing to lease the First Offer SpaceSpace upon such terms and conditions set forth in Landlord's notice, then Sublandlord Landlord and Subtenant Tenant shall execute an amendment to this Sublease, effective as of Lease adding the date the First Offer Space is to be included in the Premises, on Premises within thirty (30) days after Landlord's receipt of Tenant's notice of intent to lease upon all the same terms as this Lease except as modified by the terms set forth in Landlord's notice. If Tenant does not deliver its notice of intent to lease the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the First Offer Space in an “AS-IS” condition. Notwithstanding or elects not to lease the foregoingFirst Offer Space within such ten (10) day period, if before Sublandlord’s delivery to Subtenant then this right of the Offer Notice, Sublandlord has received an first offer to lease all or part of the First Offer Space from a will lapse and be of no further effect and Landlord will have the right to lease the First Offer Space to any third party (a “Third Party Offer”) on the same or any other terms and conditions, whether or not such Third Party Offer includes space in excess of the Offer Spaceterms and conditions are more or less favorable than those offered to Tenant. The right granted to Tenant under this paragraph is personal to Tenant, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained and in the Third Party Offer. If Subtenant fails event of any assignment of this Lease or is unable timely to exercise its sublease by Tenant, this right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the First Offer Space shall thereafter thenceforth be excluded from the provisions void and of this Subleaseno further force and effect. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.LANDLORD ___________ TENANT ____________ EXHIBIT "F" FORM OF LEASE GUARANTY ---------------------- INTENTIONALLY DELETED LANDLORD ___________ TENANT ____________ 39

Right of First Offer. The reference During the Lease Term, if Landlord ever elects to “Suite 350” is hereby deleted from Exhibit D attached sell the Premises to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsan unrelated third party, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Landlord shall notify Tenant in writing (the “Offer SpaceNotice of Intent to Sell”) in an “AS-IS” condition; of Landlord’s intent to sell the Premises and such Notice to Seller shall contain all material terms and conditions upon which Landlord intends to sell the Premises, including, without limitation, the purchase price, deposit, length of the escrow and due diligence periods and closing date. Tenant shall have ten (10) days from after Tenant’s receipt of the Notice of Intent to deliver to Landlord a written offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in purchase the Premises (the “Tenant’s Offer Noticeto Purchase”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space ) on the terms and conditions set forth in Landlord’s Notice of Intent to Sell or on such other terms and conditions as may be acceptable to Tenant. Tenant’s Offer to Purchase shall state either (i) that Tenant offers to purchase the Premises on all the terms and conditions set forth in Landlord’s Notice of Intent to Sell or (ii) all of the material terms and conditions upon which Tenant would agree to purchase the Premises. Landlord shall have ten (10) days from after Landlord’s receipt of Tenant’s Offer Noticeto Purchase to either accept or reject Tenant’s offer to purchase the Premises by written notice to Tenant; provided, however, Landlord shall be deemed to have accepted Tenant’s Offer to Purchase if it is on the same terms and conditions as set forth in Landlord’s Notice of Intent to Sell. If Landlord accepts or is deemed to have accepted Tenant’s offer to purchase the Premises, then, within ten (10) days after Sublandlord delivers to Subtenant thereafter, Landlord and Tenant shall enter into a purchase and sale agreement for the Offer NoticePremises. If Subtenant timely elects (i) Tenant fails to lease deliver to Landlord Tenant’s Offer to Purchase within the Offer Spaceten (10) day period referenced above, (ii) Landlord rejects Tenant’s offer to purchase the Premises or (iii) Landlord and Tenant fail to enter into a purchase and sale agreement for the Premises for any reason within the ten (10) period referenced above, Tenant shall be deemed to have waived its right to purchase the Premises pursuant to this provision and Landlord may sell the Premises to any other party on any terms and conditions deemed acceptable to Landlord regardless of whether such terms or conditions or more or less favorable than the terms and conditions offered by Tenant. If Landlord fails to enter into a written agreement with a prospective buyer for the purchase and sale of the Premises within one year after the date of the Notice of Intent to Sell, then Sublandlord and Subtenant Landlord shall execute an amendment be required to this Sublease, effective as deliver to Tenant a new Notice of Intent to Sell prior to Landlord selling the date the Offer Space is Premises to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offerparty. If Subtenant fails or is unable timely to exercise its The right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder granted to Tenant pursuant to this paragraph is personal to Altus Medical, Inc. and may not be assigned to any other party (other than a one-time right only with respect to each Offer Space)Tenant Affiliate of Altus Medical, and Sublandlord may lease all Inc. or a portion transferee described in Section 6(g) of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists Lease and shall expire concurrently with the expiration or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all earlier termination of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.

Right of First Offer. The reference Provided Tenant is not then in default, beyond the expiration of any applicable grace periods, under any of the terms, covenants or conditions of the Lease on Tenant's part to “Suite 350” be observed or performed, it is hereby deleted from Exhibit D attached agreed that if, at any time during the Lease Term, Landlord decides to offer the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same Property for sale to any third (3rd) party (other than the then-current subtenant which does not include any affiliate of Landlord or occupant thereinany party controlled by or under common control with Landlord), then Landlord will provide Tenant with a right of first offer to lease to Subtenant the space shown on Exhibit Aoffer, containing approximately 4,205 rentable square feet of space as follows: Landlord will provide Tenant with written notice (the “Offer Space”"Notice of Sale") in an “AS-IS” condition; indicating that Landlord plans to offer the Property for sale and setting forth the terms on which Landlord intends to offer the Property for sale. The terms which Landlord will communicate to Tenant shall include at least the purchase price which Landlord intends to ask, the general time frame during which the sale is to be consummated and such offer other terms as Landlord has determined at that time shall be in writing and specify incorporated into the terms sales arrangements. Tenant shall have the right for five (5) business days from its receipt of Landlord's written Notice of Sale to provide Landlord with written notice ("Tenant's Notice of Election to Purchase") indicating its election to purchase the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space Property on the terms set forth in being offered by Landlord. Landlord and Tenant then will have a second (2nd) five (5) business day period to execute a Purchase and Sale Agreement formalizing the Offer Noticeobligations of both parties on terms and conditions acceptable to both of them. If Landlord does not receive Tenant's written Notice of Election of Purchase within five (5) business days after Tenant's receipt of Landlord's Notice of Sale, or if both Landlord and Tenant have not both signed a Purchase and Sale Agreement for the purchase and sale of the Property within ten (10) business days after Sublandlord delivers Tenant's receipt of Landlord's Notice of Sale, then, in either of such events, Landlord shall be free to Subtenant offer the Offer Notice. If Subtenant timely elects Property to lease the Offer Space, then Sublandlord any other prospective purchasers and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent negotiate with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission them with respect to any space leased by Subtenant under this Section 5and all terms and conditions of sale (including without limitation the purchase price), and Subtenant thereafter Landlord shall be free to sell to any other purchaser the 42 Property on any terms and Sublandlord shall each indemnify conditions, free of any claim by Tenant (provided only that Landlord's dealings with Tenant had been in good faith). EXECUTED as an instrument under seal this ____ day of November, 1997. WITNESS: LANDLORD: XXXXXX/XXXXX ASSOCIATES LIMITED PARTNERSHIP By: XXXXXX/XXXXX CORPORATION the other against all costssole General Partner ____________________ By:_________________________________ Xxxxxx X. Xxxxxx, expensesPresident WITNESS: XXXXXX 108 ASSOCIATES LIMITED PARTNERSHIP By: XXXXXX 108 CORPORATION the sole General Partner _____________________ By:_________________________________ Xxxxxx X. Xxxxxx, attorneys’ feesPresident WITNESS: TENANT: LIFELINE SYSTEMS, INC. ______________________________ By:_________________________________ Name and other liability for commissions or other compensation claimed by any broker or agent claiming Title: [SIGNATURES CONTINUED ON TO NEXT PAGE] For the same bypurpose of agreeing to the guaranty set forth in Section 16.10 ------------- only, throughthe undersigned, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession being limited partners of the Premises (or any portion thereof) Landlord, hereby execute this Lease under seal and waive all surety ship defenses: WITNESS: _________________________ ________________________________________ Xxxxxx Xxxxxx, individually WITNESS: ________________________________________ __________________________ Xxxxx Xxxxxxx, individually WITNESS: ___________________________ ________________________________________ Xxxx Xxxxxx, individually Lifeline Lease D6 November 11, 1997 EXHIBIT A DESCRIPTION OF THE LAND ----------------------- EXHIBIT B - PLAN OF THE LEASED PREMISES EXHIBIT C - THE WORK The "Work" is terminated, (b) Subtenant assigns any of its interest described in this Sublease or sublets any portion of and shown on the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.following:

Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to If, during the Sublease. Subject to then-existing renewal Exclusivity Period, either Brookfield or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Appaloosa (the “Offer SpaceROFO Seller”) wishes to transfer, sell, dispose of, pledge or assign (whether directly, indirectly, voluntarily, involuntarily, by operation of law or otherwise) any of its TERP Shares (“TERP Sale Shares”) it must first give a written notice (a “TERP Sale Notice”) to the other party (the “ROFO Purchaser”) offering the ROFO Purchaser the right to acquire in an whole or in part such TERP Sale Shares for a cash purchase price equal to the volume-weighted average price for TERP’s Class A shares over the 5 consecutive NASDAQ global select market trading days immediately preceding and ending on the most recent trading day ended prior to the date of such TERP Sale Notice (the “AS-IS” condition; such ROFO Price”). If the ROFO Purchaser wishes to exercise this right of first offer shall be in writing and specify with respect to TERP Sale Shares, it must elect to do so by written notice to the terms for ROFO Seller by close of business on the Offer Space, including the rent to be paid for the Offer Space and 1st trading day after the date on which the Offer Space shall be included in the Premises ROFO Purchaser receives a TERP Sale Notice with respect to such TERP Sale Shares (the an “Offer Election Notice”). Sublandlord shall use good faith Failure to make such election will be deemed to be an election to not purchase the TERP Sale Shares specified in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer a TERP Sale Notice. If Subtenant timely the ROFO Purchaser elects to lease purchase TERP Sale Shares, the Offer SpaceROFO Seller must sell, then Sublandlord and Subtenant shall execute an amendment to this Subleasethe ROFO Purchaser must purchase, effective as the TERP Sale Shares by payment of the date ROFO Price by the Offer Space is to be included in the Premises, close of business on the terms set forth 3rd trading day after the date on which the ROFO Seller receives the relevant Election Notice. If the ROFO Purchaser does not elect to purchase the TERP Sale Shares specified in the Offer Notice and, to the extent not inconsistent with the Offer Notice termsa TERP Sale Notice, the terms of this Sublease; however, Subtenant shall accept ROFO Seller may sell such TERP Sale Shares in one or more open market transactions during the Offer Space in 14-day period commencing on the latest date on which the ROFO Purchaser could have delivered an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence Election Notice with respect to such TERP Sale Shares. If such TERP Sale Shares are not sold within such period, the exercise thereof (it being understood that each of Subtenant’s five rights right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space process described above shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect apply to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession transfer of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasesuch TERP Sale Shares.