Common use of Right of Refusal Clause in Contracts

Right of Refusal. Provided Tenant has not committed any Event of Default under this Lease, prior to executing a lease of any tenant space which is adjacent to the Leased Premises (the “Refusal Space”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing of the availability of such space and the terms upon which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”). If Tenant has an interest in leasing all or a portion of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premises.

Right of Refusal. Provided Tenant has not committed any Event of Default under this Lease, prior to executing a lease of any tenant space which is adjacent to A. In the Leased Premises event (the “Refusal Space”i) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing of the availability of such space and the terms upon which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”). If Tenant has an interest in leasing that all or a portion of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased PremisesBuilding not occupied by Tenant (the “Adjacent Space”) becomes available on and after the Commencement Date and (ii) Landlord receives a formal proposal for lease of the Adjacent Space from another Third party tenant (the “Adjacent Space Proposal”), Landlord agrees to provide Tenant with a complete copy of the Adjacent Space Proposal. Upon delivery of the Adjacent Space Proposal to Tenant (which Proposal must contain, at minimum, the rental rate, escalation, abatement, tenant improvements and length of term), Tenant shall have the right of first refusal (the “Right of First Refusal”) to lease the Adjacent Space upon the same terms and conditions contained in the Adjacent Space Proposal. Tenant shall have five (5) days from delivery of the Adjacent Space Proposal within which to accept the Adjacent Space Proposal and exercise its Right of First Refusal by delivery of written notice (the “Notice”) of such acceptance to Landlord. Upon receipt of the Notice, Landlord shall prepare an amendment to this Lease reflecting Tenant’s lease of the Adjacent Space (the “Adjacent Space Amendment”) for review by Tenant. Except as otherwise set forth in the Adjacent Space Proposal, Tenant’s lease of the Adjacent Space shall be on all of the terms and conditions of this Lease. Landlord and Tenant shall diligently and expeditiously agree upon the Adjacent Space Amendment and execute same incorporating the Adjacent Space. In the event Landlord and Tenant cannot, in good faith, agree upon the terms of the Adjacent Space Amendment and execute the same within five (5) business days after delivery of Tenant’s Notice, Tenant’s Right of First Refusal shall be deemed to be irrevocably waived and Landlord shall be entitled to lease the Adjacent Space to the third party tenant upon the terms contained in the Adjacent Space Proposal.

Right of Refusal. Provided Tenant has not committed any Event Lessor hereby grants to Lessee an ongoing Right of Default under First Refusal to lease the adjoining approximately 2,822 square feet of space to the east of the Premises on the north side of the Building. If Lessee elects to exercise its Right of First Refusal to lease such space within the first two (2) years of the date of this Modification and Ratification of Lease, prior to executing a lease it shall be under the same terms and conditions of any tenant space which is adjacent to this Modification and Ratification of Lease. After the Leased Premises first two (the “Refusal Space”2) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing of the availability of such space and the terms upon which Landlord is willing years if Lessor desires to lease such space to Tenant (“Notice of Intent to Lease”). If Tenant has an interest in leasing all or a portion of the Refusal Spacethird party, Tenant shall, within Lessee shall have ten (10) business days of from receipt of Landlord’s Notice of Intent such notice to Lease, notify Landlord Lessor in writing of such interestLessee's intent to exercise its Right of First Refusal. If Lessee does not exercise its Right of First Refusal, then Lessor may lease such space to any third party. If Lessee elects to exercise its Right of First Refusal to lease such space, the term for such space shall expire simultaneously with the term of this lease, and the rent for such space shall be based on the lesser of the then prevailing rental rates for properties of equivalent quality, size, utility and location, with the length of the Lease term and credit standing of Lessee to be taken into account or a third party offer, otherwise subject to all of the same terms, covenants, and conditions of this Modification and Ratification of Lease. Within thirty (A) Landlord and Tenant are unable within twenty (2030) days following Tenant’s receipt from the date of Landlord’s Notice Lessee's election to exercise its Right of Intent First Refusal, Lessee shall execute plans and specifications, change orders showing construction costs to be paid by Lessee, if any, and a Modification and Ratification of this Lease to agree upon mutually acceptable include the additional space; otherwise Lessee's Right of First Refusal shall terminate as to the space described in the notice from Lessor to Lessee and Lessor may lease termssuch space to any third party. If Lessee does not exercise its Right of First Refusal and Lessor leases such space to a third party, including then when such third party's rights to the space have been completely terminated, either by expiration, termination or any other means, Lessee shall have a fifteen 2 (but not limited to15) day option to lease such space at the then prevailing market rental rates. If after fifteen (15) days Lessee fails to exercise its option, (B) Tenant does not respond in writing said option shall expire, and Lessee shall thereafter possess a Right of First Refusal on such space. If Lessor desires to Landlord’s Notice of Intent lease such space to Lease within a third party, Lessee shall have ten (10) business days of Tenant’s from receipt of such noticenotice to notify Lessor in writing if Lessee's intent to exercise its Right of First Refusal. If Lessee does not exercise its Right of First Refusal, indicating Tenant’s desire then Lessor may lease such space to any third party. If Lessee elects to exercise its Right of First Refusal to lease upon such space, the term for such space shall expire simultaneously with the term of this lease, and the rent for such space shall be based on the lesser of the then prevailing rental rates for properties of equivalent quality, size, utility and location, with the length of the Lease term and credit standing of Lessee to be taken into account or a third party offer, otherwise subject to all of the same terms, or covenants, and conditions of this Modification and Ratification of Lease. Within thirty (C30) days from the date of Lessee's election to exercise its Right of First Refusal, Lessee shall execute plans and specifications, change orders showing construction costs to be paid by Lessee, if within said ten (10) day period Tenant gives written notice any, and a Modification and Ratification of this Lease to Landlord affirmatively stating it has no desire to lease any include the additional space; otherwise Lessee's Right of the First Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right as to possession of the space described in the notice from Lessor to Lessee and Lessor may lease such space to any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premisesthird party.

Right of Refusal. Provided Tenant XXXX hereby grants to TomoTherapy a first right of refusal to additional fields not included in the Licensed Field. Such right may be renewable as described in this Section 2A. If an interested third party desires to license the Licensed Patents from XXXX in a field(s) of use that falls outside of the Licensed Field, XXXX shall notify TomoTherapy of such and TomoTherapy may opt to add such noticed additional field(s) to the Licensed Field. TomoTherapy’s first right of refusal shall apply to each opportunity that arises for XXXX to license any additional field(s) not included in the Licensed Field that has not committed any Event of Default under this Lease, otherwise been licensed to TomoTherapy or a prior interested third party. In order to executing a lease of any tenant space which is adjacent to the Leased Premises (the “Refusal Space”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereofadd such noticed additional field(s), Landlord shall notify Tenant in writing of the availability of such space and the terms upon which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”). If Tenant has an interest in leasing all or a portion of the Refusal Space, Tenant shallTomoTherapy must, within ten eight (10) days 8) weeks of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of receiving such notice, both (1) notify XXXX in writing that it is exercising its rights under this Section 2A, indicating Tenantto which noticed additional field(s) TomoTherapy wishes to obtain rights; and (2) provide XXXX with an acceptable Development Plan in the same form as Appendix E, describing the steps that TomoTherapy believes are necessary to provide products to the commercial market in the requested fields using the Licensed Patents. If such notification and Development Plan are not provided within eight (8) weeks, TomoTherapy’s desire then current right to lease upon include such termsnoticed additional field(s) shall terminate, or and XXXX may freely license such noticed additional field(s) to the interested third party. Upon XXXX’x receipt of notice and a Development Plan reasonably acceptable to XXXX, XXXX and TomoTherapy shall enter into good faith negotiations regarding the terms governing the license for said additional fields. XXXX and TomoTherapy shall have three (C3) if months from the date that XXXX receives notice pursuant to this Section 2A, to negotiate such a license. If XXXX and TomoTherapy fail to enter a license within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that timesuch time period, Landlord XXXX shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by license such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying noticed fields to the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premisesinterested third party.

Right of Refusal. Provided Tenant has not committed any Event of Default under this Lease, prior to executing a lease of any tenant space which is adjacent In addition to the Leased Premises foregoing, Tenant is hereby granted a right of refusal to lease additional space on the fourth floors of the Building, which and if such space shall become available (the “Refusal Space”), subject to the superior and prior rights granted to Fairfield Industries Incorporated and its successors and assigns (“Fairfield”) with pursuant to Fairfield’s lease of portions of the Building. Within a prospective tenant reasonable period of time from the date upon which Landlord shall become aware of a bona fide offer that is acceptable to Landlord to lease any portion of the Refusal Space (other than Tenant or the then-current tenant or occupant thereofan offer by Tenant), Landlord shall notify advise Tenant in writing of said offer and of the availability identity of such space the third-party prospect and the material business terms upon which of the offer. Within five (5) business days after Tenant has received such information from Landlord, Tenant may, at its option, give Landlord is willing to lease such space to Tenant (“Notice written notice of Intent to Lease”)the exercise of its first right of refusal. If Tenant has an interest in leasing all or a portion exercises its right of refusal under this provision, Tenant shall be entitled to take possession of said Refusal space, which shall become part of the Refusal Space, Tenant shall, within ten (10) days Leases Premises and subject to the terms of receipt of Landlord’s Notice of Intent to this Lease, notify effective upon the same terms and conditions as to that of the offer which Landlord in writing had provided notice of such interestthe terms and conditions of to Tenant. If Tenant fails to timely provide Landlord with notice of its election to lease the Refusal Space within said five (A5) business days, all rights and options of Tenant as to the Expansion Option Area shall immediately and permanently cease, terminate and expire automatically without further notice, provided the Landlord leases the Expansion Option Are to the third party substantially on the same terms and conditions in the bona fide offer. Tenant recognizes and agrees that the right of refusal herein granted is second, subordinate and inferior to the rights previously granted by Landlord to Fairfield pursuant to Fairfield’s lease of portions of the Building. In the event Fairfield exercises any such rights, the right of refusal herein granted to Tenant shall immediately and permanently cease, terminate and expire automatically without further notice as to any such space by Fairfield. Executed by Landlord and Tenant are unable within twenty (20) days following effective as of this 20th day of October, 2004. Landlord: Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms: TA/SUGAR CREEK PLACE, including (but not LTD. NEON SYSTEMS, INC. a Texas limited to) rental ratespartnership a Delaware corporation By its General Partner: Xxxxxx Adreac Management, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such noticeL.C. a Texas limited liability company By: /s/ Xxxxxxx Van By: /s/ Xxxxx X. Xxxxxx Name: Xxxxxxx Van Name: Xxxxx X. Xxxxxx Title: Chief Operating Officer Title: Chief Financial Officer 6th Amendment - Neon Systems, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premises.Inc.

Right of Refusal. Provided Tenant has not committed 1. Prior to leasing to a third party any Event of Default under this Lease, prior to executing a lease of any tenant space which is adjacent to the Leased Premises Refusal Space (the “Refusal Space”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereofas defined below), Landlord shall first deliver to Tenant a written statement (“Statement”) to Tenant notifying Tenant that Landlord has entered into negotiations with a bona fide prospect (as evidenced by the exchange of written correspondence with a such prospect relating to proposed lease terms) and specifying the amount and location of such space, the anticipated date of tender of possession, the rental rate (including any projected rate increases over the applicable term), and any other principal economic terms. Tenant shall have fourteen (14) days after receipt of the Statement within which to notify Tenant Landlord in writing of that it elects to lease the availability of applicable Refusal Space (each such space and written notice is herein referred to as a “Notice”). If Tenant elects to lease the terms upon which applicable Refusal Space within such fourteen (14) day period, then Tenant’s election shall be irrevocable. If Tenant elects not to lease the applicable Refusal Space, Landlord is willing shall have the right to lease such space to Tenant (“Notice any other party; provided, however, that if such space is not leased within 180 days after the date of Intent the Statement, or if the economic benefit derived from any such lease with any prospective tenant is less than 95% of the economic benefit of the lease expansion proposed in the Statement, then Landlord shall again be required to Lease”). If Tenant has an interest in comply with the terms of this Rider prior to leasing all or a any portion of the Refusal Space to other parties. Tenant understands and acknowledges that its rights under this Rider with respect to the Refusal Space located on the 7th floor are subject and subordinate to the rights of an existing tenant under its lease agreement in effect as of the date hereof. Failure by Tenant to notify Landlord within such fourteen (14) day period, or any purported election by Tenant to lease any Refusal Space that contains any qualification or condition, shall be deemed an election by Tenant not to lease the applicable Refusal Space. Notwithstanding anything to the contrary set forth herein, in the event the Statement describes a proposed transaction that contemplates the leasing of any space in addition to the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to must agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon all such terms, or (C) if within said ten (10) day period Tenant gives written notice space in order to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s its rights under this Section 32 if Tenant is not then occupying Rider with respect to the entire Leased PremisesRefusal Space. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premises.The term “

Right of Refusal. Provided Tenant has not committed Subject to Section 8.1, if a Member (the "Selling Member") at any Event of Default under this Lease, prior to executing a lease of any tenant space which is adjacent time subsequent to the Leased Premises Contribution Closing receives a bona fide offer from a third party that is not an Affiliate in respect of the sale of all or any portion of its Company Interest, the Selling Member shall give the other Members (the “Refusal Space”"Non-Selling Members") with a prospective tenant notice (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing "Sale Notice") of the availability terms and conditions of each such space and the terms bona fide offer upon which Landlord the Selling Member is willing to lease sell such space Company Interest. Each Non-Selling Member shall have the right, exercisable by delivering written notice to Tenant the Selling Member within ten (“Notice 10) days after the date of Intent the Sale Notice, to Lease”). If Tenant has an interest in leasing all or a purchase the portion of the Refusal SpaceSelling Member's Company Interest sought to be sold upon the terms and conditions contained in the Sale Notice. If the amount of Company Interests sought to be purchased by the Non-Selling Members exceeds the amount sought to be sold by the Selling Member, Tenant shalleach Non-Selling Member electing to exercise its right pursuant to this Section 8.3 shall be deemed to have exercised its right to purchase only such portion of the Company Interests sought to be sold as such Non-Selling Member's Percentage Interest bears to the aggregate Percentage Interests of all Non-Selling Members exercising. If the amount of Company Interests sought to be purchased by the Non-Selling Members is less than the amount sought to be sold by the Selling Member, the Selling Member shall be free to sell the Company Interest to a third party that is not an Affiliate on the same terms and conditions as set forth in the Sale Notice. The Selling Member and each Non-Selling Member electing to exercise its right pursuant to this Section 8.3 shall thereupon enter into a Company Interest purchase agreement acceptable to the Selling Member which shall contain the same terms and conditions set forth in the Sale Notice. In the event that any Non-Selling Member fails to exercise its right as aforesaid within ten (10) days of the date of receipt of Landlord’s the Sale Notice, such Non-Selling Member shall be deemed to have waived its rights under this Section 8.3 with respect to the Selling Member's Company Interests sought to be sold, and the Selling Member shall have the absolute right to sell the Company Interests as set forth in the Sale Notice to any other Person and such Non-Selling Member shall have no further rights with respect to the Company Interests as set forth in the Sale Notice; provided, however, that in the event that such third party sale is not consummated within six (6) months after the date of Intent the Sale Notice, or if there is any material change proposed to Lease, notify Landlord be made in writing the terms or conditions of such interestsale, then the Selling Member shall be required to provide a new Sale Notice to the Non-Selling Members, and such Non-Selling Members shall have the right to purchase that portion of the Selling Member's Company Interest as is being offered for sale, all as set forth in this Section 8.3. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent Any Non-Selling Member which fails to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease exercise its rights as aforesaid within ten (10) days of Tenant’s the receipt of any such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord Sale Notice shall be free deemed to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s waived its rights under this Section 32 if Tenant is not then occupying 8.3, but only with respect to the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest individual transaction described in this Lease or sublets any portion of the Leased Premisessuch Sale Notice.

Right of Refusal. Provided Tenant has is not committed in default hereunder, Tenant shall have an ongoing right of first refusal to lease any Event of Default under this Lease, prior to executing a lease of any tenant unoccupied space which is adjacent to available for rent in the Leased Premises (the “Refusal Space”) with a prospective tenant Building (other than the space currently leased to Time Warner) hereinafter referred to as the "Refusal Space", after the initial lease of such space, and when such space thereafter becomes unoccupied or otherwise available for Lease to other prospective tenants, provided however, that with regard to any such space located on the second floor of the Building, Time Warner, its successors or assigns, has a prior right of first opportunity to lease such space and with regard to such second floor space before Tenant may exercise its refusal right hereunder, Time Warner must first have failed to exercise its right of first opportunity with regard to said space. In the event Landlord has a bona fide prospect (other than Time Warner, its successor or assigns) interested in leasing all or any part of the then-current tenant or occupant thereofsaid space (and with regard to any such space on the second floor of the Building, Time Warner has failed to exercise its right of first opportunity referred to above), then prior to leasing the Refusal Space to such prospect, Landlord shall notify Tenant in writing of the availability of prospect for such space and the terms upon which Landlord is willing and conditions offered to such prospect for the space and Tenant shall have five (5) days thereafter to agree in writing to lease from Landlord all of the said space offered to such space prospect upon the same terms and conditions offered to Tenant (“Notice of Intent to Lease”)the prospect. If Tenant has an interest in leasing all or a portion of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent fails to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt its exercise of Landlord’s Notice said right of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if first refusal within said ten five (105) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that timeperiod, then in such case, Landlord shall be free to negotiate lease said space to the prospect in substantial accordance with the terms offered to Tenant, or in accordance with any other terms and conditions to which Landlord and such prospect or any other prospect shall thereafter agree without Landlord having to submit any other offer to Tenant. Notwithstanding the foregoing, this right of second refusal is subject to a prior right of first opportunity in Time Warner, its successors or assigns, and Landlord at all times shall have the right to renew the lease with a third-party of any then existing tenant under whatever terms it may offer and which will be accepted by in any such third-party tenantspace. Until May 17, in which event 2000, Tenant shall also have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying a right of first refusal to lease that certain suite of space consisting of approximately 5,259 rentable square feet between the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any lobby and lobby exit on the first floor of the Leased Premises Building before such space is terminated or (b) Tenant assigns any of its interest initially leased, to be exercised in this Lease or sublets any portion of the Leased Premisessame manner as provided above.

Right of Refusal. Provided Tenant has not committed any Event Except with regard to a sale or transfer to an affiliate of Default under this LeaseLandlord, prior if Landlord receives a binding offer to executing a lease of any tenant space which is adjacent to purchase its interest in the Leased Premises (the “Refusal Space”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof)Property, Landlord shall notify Tenant in writing (“Landlord’s Sale Notice”) of the availability person who desires to purchase Landlord’s interest in the Leased Property and the purchase price and financing terms of such space sale. Such notice shall also include a copy of such offer. Tenant, in lieu of consenting to such sale, may, within 30 days after receipt of the Landlord’s Sale Notice, elect in writing to purchase Landlord’s interest in the Leased Property at the price and on the financing terms upon which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”)stated in the Landlord’s Sale Notice. If Tenant has an interest in leasing all or a portion of elects to purchase the Refusal SpaceLeased Property, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable shall close the purchase of the Leased Property for cash or on the financing terms set forth in Landlord’s Sale Notice within twenty (20) 120 days following after the date of Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease termselection. If within such 30-day period, including (but not limited to) rental rates, (B) Tenant does not respond elect in writing to so purchase the Leased Property, Landlord shall thereafter have the right to sell and convey its interest in the Leased Property to the person or entity at the price and on the terms stated in the Landlord’s Notice of Intent to Lease Sale Notice. If Landlord does not so sell and convey its interest in the Leased Property within ten (10) days 6 months of Tenant’s receipt of such noticeelection not to purchase the Leased Property, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of later proposed sale by the Refusal Space at that time, Landlord shall be free deemed a new determination by Landlord to negotiate a lease with a third-party tenant under whatever terms it may offer sell and which will convey its interest in the Leased Property and shall again be accepted by such third-party tenant, subject to the provisions of this Section. The rights of Tenant contained in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying shall continue with respect to the entire Leased Premises. Tenant’s rights under this Section 32 Property and shall terminate if (a) this Lease or Tenant’s right to possession of be binding upon any new owner of the Leased Premises is terminated or (b) Tenant assigns Property after any of its interest in this Lease or sublets any portion sale of the Leased PremisesProperty in compliance with this Section or any sale or transfer to an affiliate of Landlord.

Right of Refusal. Provided Landlord hereby grants to Tenant has not committed any Event a right of Default first refusal (the "Right of Refusal") during the Term to purchase the fee simple title to the Leased Premises, including all rights, title, and interest of Landlord under this Lease, prior to executing a lease upon the terms, provisions, and conditions of any tenant space which is adjacent this Section 8.01. Landlord shall not convey, assign or otherwise transfer the fee simple title to the Leased Premises (Premies or any portion thereof to any third party without first complying with the “Refusal Space”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing provisions of the availability of such space and the terms upon which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”)this Section 8.01. If Tenant has during the Term Landlord receives a bona fide written offer from an interest in leasing independent third party to purchase all or a portion of the Refusal SpaceLeased Premises from Landlord (any such offer being referred to herein as an "Offer"), then Landlord shall offer to Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing (the "Refusal Notice") the right to purchase the Leased Premises or the applicable portion thereof on the terms set forth in the Offer. The Refusal Notice shall include a copy of such interestthe Offer. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt shall exercise its Right of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease termsRefusal, including (but not limited to) rental ratesif at all, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives by written notice to Landlord affirmatively stating it has no desire within fifteen (15) days after the date the Refusal Notice is received by Tenant (the "Refusal Election Period"). If Tenant does not exercise its Right of Refusal prior to lease any the expiration of the Refusal Space at that timeElection Period, Landlord Tenant shall be free deemed to negotiate a lease with a third-have not exercised the Right of Refusal and Landlord may thereafter sell all or the applicable portion of the Leased Premises on the terms set forth in the Offer to the party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise that submitted the Offer without regard to Tenant’s 's rights under this Section 32 8.01; provided, however, that if Landlord does not consummate any such sale within ninety (90) days after the end of the Refusal Election Period, then Landlord may not consummate any such sale without again making an offer to Tenant is not then occupying the entire Leased Premises. Tenant’s rights under as contemplated by this Section 32 shall terminate if (a) 8.01. Nothing contained in this Lease Section 8.01 limits or impairs Tenant’s right to possession of any 's other rights hereunder as tenant of the Leased Premises is terminated or for the Term. Notwithstanding the provisions of this Section 8.01, the exercise by Xxxxxxx X. Xxxxxxx (b"Xxxxxxx") of Xxxxxxx'x option to purchase certain land from Landlord pursuant to that certain Option Agreement by and between Landlord and Tenant assigns dated as of March 12, 1997, and/or any subsequent, similar transaction which results in the replacement of its interest in this Lease or sublets any the southern portion of the Leased Premises with equal acreage along the eastern boundary of the Leased Premises, shall not constitute an Offer for purposes of effecting Tenant's Right of Refusal.

Right of Refusal. Provided the Lease is in full force and effect and no event of default shall exist under the Lease at the time, Tenant has not committed shall have a Right of Refusal to lease any Event of Default under this Lease, prior to executing a lease of any tenant space which is adjacent to on the Leased Premises second floor (the “Refusal RoR Space”) with a prospective tenant (other than Tenant or as such space becomes available for rent. Such Right of Refusal shall be subject to and subordinate to all options and rights of existing tenants of the then-current tenant or occupant thereof)Building, including but not limited to existing renewal and existing expansion options and rights. Landlord shall notify Tenant in writing promptly upon receipt of an offer acceptable to Landlord to lease the RoR Space, and such written notice shall include a summary of all material economic terms of the availability lease offer. Within five (5) business days after such notice, time being of such space and the terms upon which essence, Tenant shall give Landlord is willing a written notice that it either will or will not enter into a lease with Landlord for the RoR Space. In the event that Tenant’s notice provides that it will not enter into a lease for the RoR Space or if Tenant fails to give Landlord the notice of its desires respecting the RoR Space within the above-stated five (5) business day period, then Landlord shall be entitled to proceed to lease such space the RoR Space to Tenant (“Notice of Intent to Lease”). If Tenant has an interest in leasing all or a portion of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord third party free and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days clear of Tenant’s receipt Right of Refusal and such notice, indicating Tenant’s desire right shall be deemed forever terminated with respect to the RoR Space described in the notice from Landlord. In the event that Tenant gives Landlord a notice as required above that Tenant wishes to lease upon such termsthe RoR Space from Landlord, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event then Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise five (5) business days from the date of Tenant’s rights under this Section 32 if Tenant is not then occupying notice, and Landlord shall have fifteen (15) business days from the entire Leased Premises. date of Tenant’s rights under this Section 32 shall terminate if (a) notice, within which to sign a mutually acceptable new lease covering the RoR Space or to amend this Lease or Tenant’s right to possession of any in a mutually acceptable manner by adding the RoR Space. All space taken under the terms of the Leased Premises is terminated or (b) Tenant assigns any Right of its interest in this Lease or sublets any portion Refusal shall be on identical economic terms and conditions to those of the Leased Premisesthen proposed lease offer, including square footage, length of term, rental rate, operating cost base year or expense stop, and tenant build-out allowance.

Right of Refusal. Provided (a) From and after the Third Expansion Commencement Date (being such time that Tenant is paying its full Minimum Annual Rent therefor, not such time that Tenant shall be partially occupying the Third Expansion Space) and provided that (i) no default has not committed occurred and is then continuing beyond any Event applicable notice and cure period and (ii) Tenant originally named herein or a Permitted Transferee remains in possession of Default under this Lease, prior to executing a lease the majority of any tenant space which is adjacent to the Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) as may be granted prior to the “Third Expansion Commencement Date and Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an on-going right of refusal ("Refusal Option") to lease additional space that becomes available in the Laumeier II Building located at 0000 Xxxxx Xxxxx Xxxx, St. Louis, Missouri ("Refusal Space”) with a prospective tenant (other than Tenant "). Prior to entering into any lease that includes all or any portion of the then-current tenant or occupant thereof)Refusal Space, Landlord shall notify Tenant in writing ("Landlord's Notice") of the availability Landlord's receipt of an arms-length offer to lease such space and the terms upon which that Landlord is willing to lease such space to Tenant accept from a bona fide third party offeror (“Notice of Intent to Lease”). If Tenant has an interest in leasing all or a portion "Bona Fide Offer") and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. The Refusal SpaceSpace shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall, within shall have ten (10) business days of receipt of after Tenant receives Landlord’s 's Notice of Intent in which to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire its election to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that timeupon the terms set forth in Landlord's Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights the Refusal Space to the bona fide offeror or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premisesother third party.

Right of Refusal. Provided Tenant has is not committed any Event of Default in default under this the Lease, prior to executing a lease of at any tenant space which is adjacent to ----------------- time during the Leased Premises (the “Refusal Space”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing of the availability of such space Lease Term and the terms upon which Landlord is willing of any renewal option periods, Tenant shall have the following rights: - A right of first refusal to lease such additional space to Tenant in Building C (“Notice of Intent to Lease”"First Right - C"). If - A right of first refusal for space in Building A only in the event that no rights of first refusal are granted to any current or future tenant leasing space in Building A ("First Right - A"). - A right of second refusal for space in Building A which shall be subject to any rights of first refusal granted to any current or future tenant in Building A ("Second Right - A"). The Above First Right - C, First Right - A and Second Right - A shall sometimes be individually or collectively referred to as "Right" or "Rights". Landlord shall give Tenant has an interest written notice that a third party is interested in leasing all or a portion of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the space in either Building A or C governed by the Rights. Tenant shall have five (5) working days after receiving notice from Landlord to respond in writing of its intention to exercise any Right. If any Right is exercised during years 1 through 7 of the Lease Term, it shall be at the same terms and conditions as this Lease with base rent being the same amount per rentable square foot as that being paid by Tenant for the Leased PremisesPremises under this Lease as of the date any of the Rights are exercised. If any Right is exercised during years 8 through 10 of the Lease Term, it shall be at the same terms and conditions as this Lease except for base rent and lease term which shall be the same as those offered by Landlord to the third party.

Right of Refusal. Provided The right of refusal granted to Tenant has not committed any Event in Paragraph 3 of Default the Lease is hereby deleted in its entirety. In lieu thereof, Landlord hereby grants to Tenant a right of refusal to include under this Lease, prior to executing a lease Lease all or any portion of any tenant the space which is adjacent to adjoining the Leased Premises on the 8th Floor of the Building and known as Suite 815 (the “Refusal "ROR Space”") with a prospective tenant upon the terms and conditions set forth in this Section. Tenant's right of refusal shall be continuous and shall be superior to the renewal option of the current tenants of the ROR Space, Reed xxx Terrx, xxt shall be subject and subordinate to the renewal options, expansion options, rights of refusal or similar rights now held by Comerica Bank (other than the "Superior Tenant"). Whenever Landlord shall notify any Superior Tenant that any portion of the ROR Space is available for lease by it under such Superior Tenant's option or the then-current tenant or occupant thereof)rights, Landlord shall notify send a copy of said notice to Tenant in writing and from and after the date any such tenants involved give written notice to Landlord that they elect not to lease any relevant space out of the availability ROR Space, or if no such rights then exist in favor of such space any Superior Tenant, then from and after the terms upon date on which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”). If Tenant has an interest in leasing the tenant occupying all or a portion any portions of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant any ROR Space gives written notice to Landlord affirmatively stating that it has no desire is vacating said floor or portion or fails to lease exercise any right of the Refusal Space at that timerenewal, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, if this Lease is then in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if full force and effect and Tenant is not then occupying in default of any of its covenants contained in this Lease, Landlord shall offer to Tenant in writing (the entire Leased Premises. Tenant’s rights "ROR Notice") the right to include said space under this Section 32 shall terminate if Lease upon the same terms and conditions set forth herein, except that: (a) this Lease or Tenant’s right the Base Rental for any such space shall be the Fair Market Rental Rate at the time said portion is to possession of any be made a part of the Leased Premises is terminated or Premises; (b) Tenant assigns may not assign this right of refusal except to a permitted assignee of all of Tenant's rights under this Lease; (c) the leasehold improvements will be provided in their then existing "as is" condition at the time said space is made available to Tenant; (d) any leasehold improvement allowance agreed to by Tenant and Landlord as part of its interest the Fair Market Rental Rate shall be provided by Landlord to Tenant to cover costs incurred by Tenant in connection with leasehold improvements made by Tenant to the ROR Space, as such costs are incurred; and (e) notwithstanding anything herein to the contrary, the term for any ROR Space added to this Lease pursuant to this right of refusal shall terminate when the Term of this Lease for the Premises terminates or sublets any portion expires. Accordingly, Tenant shall renew the Term of this Lease as to each ROR Space whenever Tenant renews the Term of this Lease as to the remainder of the Leased Premises, upon the same terms and conditions set forth in the Lease with respect to such renewal option. Notwithstanding any provisions hereof to the contrary, in no event shall this Lease continue in force and effect as to any ROR Space beyond the termination or expiration of this Lease as to the remainder of the Premises. Tenant shall exercise its right of refusal, if at all, within fifteen (15) days after the Notice is received by Tenant; provided, however, Tenant agrees to use reasonable efforts to respond in as short a time period as the circumstances dictate (e.g., if a tenant abandons its premises without notice to Landlord). Tenant's obligation to pay Rent for such space shall commence on the earlier to occur of (A) the date that Tenant takes occupancy of the ROR Space for purposes of conducting its business therein or (B) forty-five (45) days following the later to occur of (i) the date the prior, tenant vacates such space and said space is made available to Tenant in the condition described in (c) above or (ii) the date when Tenant exercises its right of refusal.

Right of Refusal. Provided Upon the terms and conditions set forth in this Section 39, during the Base Term, Tenant has not committed any Event shall have a one time right of Default under this Lease, prior to executing a lease of any tenant space which is adjacent to the Leased Premises refusal (the “Refusal SpaceExpansion Right”) with exercisable the first time that Landlord intends to accept a prospective written proposal from a third party (the “Pending Deal”) to elect to lease Available Second Generation Space. As used herein, “Available Second Generation Space” shall mean the first space in excess of 10,000 rentable square feet in each multi-tenant building, if any, constructed by Landlord or an entity controlled by Alexandria Real Estate Equities, Inc. (“Landlord’s Affiliate”) on the land depicted on Exhibit H after the date of this Lease becoming available for lease which space was previously leased by Landlord to a third party in such new building; provided, however, in no event shall the Expansion Right apply to any building on the parcel designated as 4767 Nexus Centre Drive on Exhibit H. If Available Second Generation Space becomes available for lease or will become available for lease to a third party (other than Tenant the tenant then leasing such space (whether or not such tenant has the then-current tenant or occupant thereof)right to renew) and/or any other party to whom Landlord grants a right to lease such Available Second Generation Space) and Landlord intends to accept a Pending Deal with respect to such Available Second Generation Space, Landlord shall notify deliver to Tenant in writing written notice (the “Pending Deal Notice”) of the availability existence of such space and the terms upon which Landlord is willing to lease such space to Pending Deal. Tenant (“Notice of Intent to Lease”). If Tenant has an interest in leasing all or a portion of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord shall be free entitled to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges exercise its right under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying 39 only with respect to the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest Available Second Generation Space described in this Lease or sublets any portion of the Leased Premises.such Pending

Right of Refusal. (a) Provided Tenant has not committed any that no Lease Event of Default under has occurred and is continuing, Lessee shall have a right of first refusal as described in this LeaseArticle 4 with respect to (i) any sale of the Property, prior or (ii) any sale or sales that would in the aggregate result in Inland Western Retail Real Estate Trust, Inc. or its Affiliates ceasing to executing own, directly or indirectly, at least a lease majority interest in Lessor and in the profits and losses of Lessor. If Lessor or any tenant space which is adjacent to the Leased Premises party that owns an interest, directly or indirectly, in Lessor (the “Refusal Space”"OFFEROR"), receives an offer for sale the Property or any of the above described interests from any party (other than an Affiliate of such Offeror), which offer the Offeror wishes to accept or has accepted subject to Lessee's rights in this Article 4, the Offeror shall deliver to Lessee a notice (constituting an offer) stating the sales price and all other material terms for the sale of the Property or interest that the Lessor would accept (which notice may be an executed purchase and sale agreement with a prospective tenant purchaser (other than Tenant or which must be subject to the then-current tenant or occupant thereofterms of this Article 4), Landlord ) (the "FIRST REFUSAL NOTICE"). Lessee shall notify Tenant in writing have thirty (30) days from its receipt of the availability of such space and First Refusal Notice to accept the terms upon which Landlord is willing to lease such space to Tenant offer set forth in the First Refusal Notice (“Notice of Intent to Lease”the "TERMS"). If Tenant has an interest in leasing all or a portion of For purposes hereof, the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) ninety day period Tenant gives written notice is referred to Landlord affirmatively stating it has no desire to lease any of as the "Applicable Period". A First Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it Notice may offer and which will be accepted by such third-party tenantLessee or its designee. The Offeror shall not be permitted to revoke the First Refusal Notice during the Applicable Period, but the Applicable Period shall be deemed to be revoked during the Applicable Period if Offeror and Lessee or its designee enter into a purchase agreement on terms different than the Terms. The Terms may be rejected by Lessee at any time. If Lessee desires to accept the Terms for the Property or the offered interests, Lessee must accept the Terms within the Applicable Period and must enter into a purchase agreement with the Offeror for the purchase and sale of the Property or offered interests on substantially the - 4 - same form as executed between Offeror and the prospective purchaser, but without any inspection period, by the later of (x) the expiration of the Applicable Period or (y) thirty (30) days after Lessee has irrevocably accepted the Terms. The purchase agreement for the sale of the Property or offered interest shall provide for a closing on the terms set forth in which event Tenant the Terms. Lessor (on behalf of the Offeror) and Lessee agree to negotiate any purchase agreement in good faith, subject to Section 4.3, below. Lessee shall not have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession accept the Terms during the continuance of any Lease Event of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased PremisesDefault.

Right of Refusal. Provided Tenant has not committed (a) If at any Event time during the term of Default under this Lease, prior to executing a Landlord engages in discussions for the lease of any tenant or all available space within the building which is adjacent Landlord determines are "serious" in nature and may lead to the Leased Premises execution of a letter of intent or lease agreement (the “Refusal Space”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof"Serious Proposal"), Landlord shall notify provide Tenant in writing notice of such Serious Proposal, such notice to consist of the availability location and size of the space which is the subject of the Serious Proposal, the rental rate for such space, the term of the lease, and any other information which Landlord deems relevant. Tenant shall have the right to negotiate with Landlord to lease all of the space which is the subject of the Serious Proposal by giving written notice of the exercise of such space right within three (3) business days after receipt of the Landlord's notice by Tenant's authorized representative. Landlord and Tenant shall have fifteen (15) days after Landlord's receipt of Tenant's notice to negotiate a letter of intent setting for the terms upon which Landlord Tenant would lease all of the space which is willing to lease such space to Tenant (“Notice the subject of Intent to Lease”)the Serious Proposal provided however, the rental rate shall be the then escalated rental rate. If Tenant has an interest in leasing all or a portion of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable within twenty do not execute a letter of intent setting forth the basic terms upon which Tenant would lease all of the space which is the subject of the Serious Proposal during such fifteen (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (1015) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease period, for any of the Refusal Space at that timereason whatsoever, Landlord shall be free have no further obligation to negotiate a lease with a third-party tenant under whatever terms it may offer Tenant for the leasing of the space which is the subject of the Serious Proposal, and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under obligation to lease such space pursuant to this Section 32except as provided in Section 51(b) below. If during such fifteen (15) day period Landlord and Tenant may execute a letter of intent, Landlord and Tenant shall have ten (10) business days to negotiate and execute a lease for the space which is the subject of the Serious Proposal. If Landlord and Tenant do not exercise Tenant’s rights under execute a lease within such ten (10) business day period, for any reason whatsoever, Landlord shall have no further obligation to negotiate with Tenant for the leasing of such space, and Tenant shall have no further right to lease such space pursuant to this Section 32 if Tenant is not then occupying the entire Leased Premises51, except as provided in Section 51(b) below. Tenant’s rights under this Section 32 Nothing set forth herein shall terminate if (a) this Lease bar or Tenant’s right prevent Landlord from continuing to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets market any portion of the Leased PremisesExpansion Space while Landlord is negotiating with Tenant pursuant to the provisions of this Section.

Right of Refusal. Provided A. Tenant has not committed shall have the one time right of refusal with respect to any Event of Default under this Leasespace that comes available for lease in the Building, prior to executing a lease of any tenant space which is adjacent ( the "Refusal Space"). Tenant's right with respect to the Leased Premises Refusal Space on the first (1st) floor of the “Building shall be a right of first refusal. Tenant's right with respect to the Refusal Space”Space on the third (3rd) floor of the Building shall be a right of second refusal, subject and subordinate to the rights of Environmental Resourse Management. In addition, if Landlord provides Tenant with an Advice that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right to first offer or otherwise) and Tenant does not exercise its Right of First Refusal to lease the Refusal Space described in the Advice, Tenant's Right of First Refusal shall be subject and subordinate to all such expansion rights contained in the Advice. Tenant's right of refusal shall be exercised as follows: when Landlord has a prospective tenant (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing of the availability of such space and the terms upon which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”). If Tenant has an interest "Prospect") interested in leasing all or a any portion of the Refusal Space, Landlord shall advise Tenant shall, within ten (10the "Advice") days of receipt of Landlord’s Notice of Intent the terms under which Landlord is prepared to Lease, notify Landlord in writing of lease the Refusal Space to such interest. If (A) Landlord Prospect and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable may lease termsthe Refusal Space, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon under such terms, or (C) if within said ten (10) day period Tenant gives by providing Landlord with written notice to Landlord affirmatively stating it has no desire to lease any of exercise ("Notice of Exercise") within five (5) business days after the date of the Advice. If the Refusal Space at that timeis located on the third floor, Landlord shall be free may either postpone sending Tenant an Advice until after the Refusal Space has been offered to negotiate a lease with a third-party tenant under whatever terms it may offer and Environmental Resource Management or simultaneously send Tenant an Advice, which Advice will be accepted by such third-party tenantsubject to the superior rights of Environmental Resource Management. Notwithstanding the foregoing, in which event Tenant shall have no further rights or privileges under this Section 32. such Right of Refusal and Landlord need not provide Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premises.with an Advice if:

Right of Refusal. Provided Tenant has not committed Subject to Section 9.1, in the event that a Partner (the "Selling Partner") shall at any Event of Default under this Lease, prior to executing a lease of any tenant space which is adjacent time subsequent to the Leased Premises date hereof receive a bona fide offer from a third party that is not an Affiliate in respect of the sale of all or any portion of its Partnership Interest (or interests in the entity holding such Partnership Interest), the Selling Partner shall give the other Partners (the “Refusal Space”"Remaining Partners") with a prospective tenant notice (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing "Sale Notice") of the availability terms and conditions of each such space and the terms bona fide offer upon which Landlord the Selling Partner is willing to lease sell such space Partnership Interest. Each Remaining Partner shall have the right, exercisable by delivering written notice to Tenant the Selling Partner within ten (“Notice 10) days after the date of Intent the Sale Notice, to Lease”). If Tenant has an interest in leasing all or a purchase the portion of the Refusal SpaceSelling Partner's Partnership Interest (or interests in the entity holding such Partnership Interest) sought to be sold upon the terms and conditions contained in the Sale Notice. If the amount of Partnership Interests (or interests in the entity holding such Partnership Interest) sought to be purchased by the Remaining Partners exceeds the amount sought to be sold by the Selling Partner, Tenant shalleach Remaining Partner electing to exercise its right pursuant to this Section 9.2 shall be deemed to have exercised its right to purchase only such portion of the Partnership Interests sought to be sold as such Remaining Partner's Percentage Interest bears to the aggregate Percentage Interests of all Remaining Partners exercising. If the amount of Partnership Interests (or interests in the entity holding such Partnership Interest) sought to be purchased by the Remaining Partners is less than the amount sought to be sold by the Selling Partner, the Selling Partner shall be free to sell any remaining portion of such Partnership Interest to a third party that is not an Affiliate on the same terms and conditions as set forth in the Sale Notice. The Selling Partner and each Remaining Partner electing to exercise its right pursuant to this Section 9.2 shall thereupon enter into a Partnership Interest purchase agreement acceptable to the Selling Partner which shall contain the same terms and conditions set forth in the Sale Notice. In the event that any Remaining Partner fails to exercise its right as aforesaid within ten (10) days of the date of receipt of Landlord’s the Sale Notice, such Remaining Partner shall be deemed to have waived its rights under this Section 9.2 with respect to the Selling Partner's Partnership Interests (or interests in the entity holding such Partnership Interest, as the case may be) sought to be sold, and the Selling Partner shall have the absolute right to sell the Partnership Interests (or interests in the entity holding such Partnership Interest, as the case may be) as set forth in the Sale Notice to any other person or entity and such Remaining Partner shall have no further rights with respect to the Partnership Interests as set forth in the Sale Notice; provided, however, that in the event that such third party sale is not consummated within six (6) months after the date of Intent the Sale Notice, or if there is any material change proposed to Lease, notify Landlord be made in writing the terms or conditions of such interestsale, then the Selling Partner shall be required to provide a new Sale Notice to the Remaining Partners, and such Remaining Partners shall have the right to purchase that portion of the Selling Partner's Partnership Interest as is being offered for sale, all as set forth in this Section 9.2. If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent Any Remaining Partner which fails to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease exercise its rights as aforesaid within ten (10) days of Tenant’s the receipt of any such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any of the Refusal Space at that time, Landlord Sale Notice shall be free deemed to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s waived its rights under this Section 32 if Tenant is not then occupying 9.2, but only with respect to the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest individual transaction described in this Lease or sublets any portion of the Leased Premisessuch Sale Notice.

Right of Refusal. If Landlord, at any time after the date of this Amendment through the end of the Term, receives an offer, acceptable to Landlord, from third parties to lease space in the Building (any such offer will be referred to as a “ROFR Offer” and the space described in the ROFR Offer will be referred to as the “ROFR Space”), then Landlord will notify Tenant, in writing, and include in such notice the business terms of such ROFR Offer. Tenant will not be entitled to receive a ROFR Offer with respect to any renewal or extension of a lease by a tenant occupying any portion of the ROFR Space. Provided Tenant has not committed any an Event of Default Default, or any fact or circumstance which with the giving of notice or the passage of time or both would become an Event of Default, does not then exist beyond any applicable cure period under this the Lease, prior to executing a lease of any tenant space which is adjacent and subject to the Leased Premises rights of all other entities which have rights to the ROFR Space that are superior to Tenant’s as of the date of this Amendment (“Prior Entities”) and any renewal rights granted to tenants of the ROFR Space as of the date of this Amendment, Tenant will have seven (7) business days from and after the later of the date of its receipt of such notice from Landlord or the date upon which all Prior Entities elect not to take such ROFR Space, in which to elect, by notice (a ‘‘ROFR Acceptance Notice”) to Landlord, to lease such ROFR Space for the consideration and on the terms contained in the ROFR Offer (the “Refusal SpaceRight of Refusal”) with a prospective tenant (and other than Tenant or terms as may be mutually agreeable to the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing of the availability of such space and the terms upon which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”)Tenant. If Tenant has an interest in leasing does not provide a ROFR Acceptance Notice within such seven (7) business day period, Tenant will be deemed to have elected not to exercise the applicable ROFR Offer. If all or a portion of Prior Entities elect not to lease the Refusal ROFR Space, and Tenant shallelects to exercise the Right of Refusal, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) then Landlord and Tenant are unable will amend the Lease to include such ROFR Space on the terms stated in the ROFR Offer. The closing of the amendment of the Lease will take place within twenty thirty (2030) days following Tenant’s receipt after the later of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited toi) rental rates, (B) Tenant does not respond in writing to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such termsthe date that Landlord receives the ROFR Acceptance Notice, or (Cii) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire the date of expiration of all superior rights of Prior Entities to lease any the ROFR Space. The Right of Refusal will be deemed a continuing right and will apply to each ROFR Offer during the Refusal Space at Term, provided, however, that timeupon Tenant’s rejection or deemed rejection of a ROFR Offer, Landlord shall be free may enter *** Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to negotiate a the omitted portions. CONFIDENTIAL TREATMENT REQUESTED by Markit Ltd. into the lease with a third-party tenant under whatever terms it may offer which was described in the ROFR Offer, and which Tenant will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if 11 with respect to the ROFR Space subject to such ROFR Offer until after the expiration of the term of any such lease (and any applicable renewals) by and between Landlord and a third party relating to such ROFR Space. In the event that Tenant rejects or is not then occupying deemed to have rejected a ROFR Offer and Landlord thereafter determines to offer or accept economic terms which overall are more favorable to the entire Leased Premisesproposed tenant than the terms reflected in the ROFR Offer, Landlord shall submit to Tenant a revised ROFR Offer reflecting the proposed terms, where upon the provisions of this Section 11 will again apply except that Tenant will only have three (3) business days in which to accept, reject or be deemed to have rejected the revised ROFR Offer. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right 11 are subject and subordinate to possession the existing rights of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased PremisesPrior Entities.

Right of Refusal. Provided Landlord hereby grants to Tenant has not committed any Event a right of Default first refusal (the "Right of Refusal") during the Term to purchase the fee simple title to the Leased Premises, including all rights, title, and interest of Landlord under this Lease, prior to executing a lease upon the terms, provisions, and conditions of any tenant space which is adjacent this Section 8.01. Landlord shall not convey, assign or otherwise transfer the fee simple title to the Leased Premises (or any portion thereof to any third party without first complying with the “Refusal Space”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof), Landlord shall notify Tenant in writing provisions of the availability of such space and the terms upon which Landlord is willing to lease such space to Tenant (“Notice of Intent to Lease”)this Section 8.01. If Tenant has during the Term Landlord receives a bona fide written offer from an interest in leasing independent third party to purchase all or a portion of the Leased Premises from Landlord (any such offer being referred to herein as an "Offer"), then Landlord shall offer to Tenant in writing (the "Refusal SpaceNotice") the right to purchase the Leased Premises or the applicable portion thereof on the terms set forth in the Offer. The Refusal Notice shall include a copy of the Offer. Tenant shall exercise its Right of Refusal, Tenant shallif at all, by written notice to Landlord within ten (10) days of receipt of Landlord’s after the date the Refusal Notice of Intent to Lease, notify Landlord in writing of such interestis received by Tenant (the "Refusal Election Period"). If (A) Landlord and Tenant are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing exercise its Right of Refusal prior to Landlord’s Notice of Intent to Lease within ten (10) days of Tenant’s receipt of such notice, indicating Tenant’s desire to lease upon such terms, or (C) if within said ten (10) day period Tenant gives written notice to Landlord affirmatively stating it has no desire to lease any the expiration of the Refusal Space at that timeElection Period, Landlord Tenant shall be free deemed to negotiate a lease with a third-have not exercised the Right of Refusal and Landlord may thereafter sell all or the applicable portion of the Leased Premises on the terms set forth in the Offer to the party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise that submitted the Offer without regard to Tenant’s 's rights under this Section 32 8.01; provided, however, that if Landlord does not consummate any such sale within one hundred eighty (180) days after the end of the Refusal Election Period, then Landlord may not consummate any such sale without again making an offer to Tenant is not then occupying the entire Leased Premises. Tenant’s rights under as contemplated by this Section 32 shall terminate if (a) 8.01. Nothing contained in this Lease Section 8.01 limits or impairs Tenant’s right to possession of any 's other rights hereunder as tenant of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of for the Leased PremisesTerm.

Right of Refusal. Provided Tenant is not in default under the Lease and provided Travel Technologies Group. L.P. is in occupancy of the Premises and has not committed assigned or sublet it; then tenant, (but not any Event transferee) (but not any assignee or subtenant of Default under this LeaseTenant) shall have the right, prior to executing a lease of any tenant space which is adjacent subject to the Leased Premises (terms below, to Lease the space outlined in Exhibit “F-1” attached hereto and labeled any space on the 13th floor that is currently available or comes available for lease, subordinate to any existing renewal options or Rights of First Refusals that other tenants may have. See “First Right of Refusal Space” (herein so called) outlined on Exhibit F-1. before it is leased to any third party. In the event any third party expresses interest in leasing all or any portion of the First Right of Refusal Space during the Term of the Lease which Landlord is prepared to accept, (“Third Party Interest”) with a prospective tenant (other than Tenant or the then-current tenant or occupant thereof), Landlord shall offer the First Right of Refusal Space to Tenant upon the same terms and conditions as provided in the Lease for the original Premises, except that (i) the rent for the First Right of Refusal Space shall be the prevailing market rate, for comparable office space located in the Building, (ii) Tenant shall accept the First Right of Refusal Space “As-Is”, unless otherwise agreed to by Landlord and Tenant. Tenant shall notify Landlord in writing of the acceptance of such offer within three (3) five (5) business days after Landlord has delivered such offer to Tenant, specifying that such First Right of Refusal Space has been accepted by Tenant and is a part of the Premises demised pursuant to the Lease for the remainder of the Lease Term and any renewal thereof, if applicable, and containing other appropriate terms and conditions relating to the addition of the First Right of Refusal Space to this Lease (including specifically any increase or adjustment of the rent as a result of such addition). In the event that Tenant does not notify Landlord in writing of its acceptance of such offer within such three (3) five (5) business day period, then Tenant’s rights under this paragraph with respect to the First Right of Refusal Space shall terminate and Landlord shall thereafter be able to lease the First Right of Refusal Space or any portion thereof to any third party. Any termination of the Lease shall terminate all rights of Tenant with respect to the First Right of Refusal Space. The rights of Tenant with respect to the First Right of Refusal Space shall not be severable from the Lease, nor may such rights be assigned or conveyed in connection with any permitted assignment of the Lease. Landlord’s consent to any assignment of the Lease shall not be construed as allowing an assignment or a conveyance of such rights to any assignee. Nothing herein contained should be construed so as to limit or abridge Landlord’s ability to deal with the First Right of Refusal Space or to lease the First Right of Refusal Space to other tenants, Landlord’s sole obligation being to offer, and if such offer is accepted, to deliver the First Right of Refusal Space to Tenant in accordance with this provision. The Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting from any delay in delivering possession of the First Right of Refusal Space to Tenant, but abatement of the Base Rental attributable to the First Right of Refusal Space from the date of Tenant’s acceptance of Landlord’s offer with respect to the First Right of Refusal offer to the date of actual delivery of the First Right of Refusal Space shall constitute full settlement of all claims that Tenant might have against Landlord by reason of the First Right of Refusal Space not being delivered upon the date of Tenant’s acceptance of Landlord’s offer. EXHIBIT “F-1” RIGHT OF FIRST REFUSAL SPACE EXHIBIT “G” RENEWAL OPTION Provided that no event has ever occurred under any term or provision contained in this Lease and no condition exists which with the passage of time or the giving of notice or both would constitute an event of default pursuant to this Lease and provided that Tenant has continuously occupied the Premises for the Permitted Use during the Lease Term, Tenant (but not any assignee or subtenant) shall have the right and option (the “Renewal Option”) to renew this Lease, by written notice delivered to Landlord no later than six (6 ) months prior to the expiration of the initial Lease Term, for a period of sixty (60) months (Renewal Term), at the then prevailing market rates for space within the Building comparable Class A Buildings within the Central Expressway submarket in Dallas. Texas, with comparable views, square footage, leasehold improvements and concessions, if any, and under the same terms, conditions, and covenants contained in the Lease, except that (a) no abatements or other concessions, if any, applicable to the initial Lease Term shall apply to the Renewal Term; and (b) Tenant shall have no option to renew this Lease beyond the expiration of the Renewal Term; and (c) all leasehold improvements within the Premises shall be provided in their then existing condition (on an “as is basis) at the time the Renewal Term commences. Failure by Tenant to notify Landlord in writing of Tenant’s election to exercise the Renewal Option herein granted within the time limits set forth for such exercise shall constitute a waiver of such Renewal Option. In the event Tenant elects to exercise the Renewal Option as set forth above, Landlord shall, within twenty (20) days thereafter, notify Tenant in writing of the availability of such space and proposed rental for the terms upon which Landlord is willing to lease such space to Tenant Renewal Term (the “Notice of Intent to LeaseProposed Renewal Rental”). If Tenant has an interest in leasing all or a portion of the Refusal Space, Tenant shall, within ten (10) days of receipt of Landlord’s Notice of Intent to Lease, notify Landlord in writing of such interest. If (A) Landlord and Tenant are unable shall within twenty (20) days following delivery of the Proposed Renewal Rental by Landlord notify Landlord in writing of the acceptance or rejection of the Proposed Renewal Rental. If Tenant accepts Landlord’s proposal, then the Proposed Renewal Rental shall be the rental rate in effect during the Renewal Term. Failure of Tenant to respond in writing during the aforementioned twenty (20) day period shall be deemed an acceptance by Tenant of the Proposed Renewal Rental. Should Tenant reject Landlord’s Proposed Renewal Rental during such twenty (20) day period, then Landlord and Tenant shall negotiate during the thirty (30) day period commencing upon Tenant’s receipt rejection of Landlord’s Notice of Intent Proposed Renewal Rental to Lease determine the rental for the Renewal Term. In the event Landlord and Tenant are unable to agree upon mutually acceptable to a rental for the Renewal Term during said thirty (30) day period, then the Renewal Option shall terminate and be null and void and the Lease shall, pursuant to its terms and provisions, terminate at the end of the original Lease Term. Upon exercise of the Renewal Option by Tenant and subject to the conditions set forth hereinabove, the Lease shall be extended for the period of such Renewal Term without the necessity of the execution of any further instrument or document, although if requested by either party, Landlord and Tenant shall enter into a written agreement modifying and supplementing the Lease in accordance with the provisions hereof. Any termination of the Lease during the initial lease termsTerm shall terminate all renewal rights hereunder. The renewal rights of Tenant hereunder shall not be severable from the Lease, including (but not limited to) rental rates, (B) Tenant does not respond nor may such rights be assigned or otherwise conveyed in writing to connection with any permitted assignment of the Lease. Landlord’s Notice consent to any assignment of Intent to the Lease within ten (10) days of Tenant’s receipt shall not be construed as allowing an assignment of such notice, indicating Tenant’s desire rights to lease upon such terms, or any assignee. EXHIBIT “H” GUARANTY OF LEASE The following provisions form a part of and constitute the basis for this Guaranty of Lease (C) if within said ten (10) day period Tenant gives written notice herein referred to Landlord affirmatively stating it has no desire to lease any of as the Refusal Space at that time, Landlord shall be free to negotiate a lease with a third-party tenant under whatever terms it may offer and which will be accepted by such third-party tenant, in which event Tenant shall have no further rights or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to possession of any of the Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premises.“Guaranty”):