Common use of Right of First Offer to Purchase Clause in Contracts

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant Offeror hereby grants to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have Offeree a right of first offer to purchase Landlord’s interest any ROFO Facility in accordance with the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs.following: (a) Offeror hereby agrees that neither Offeror nor any Affiliate thereof shall enter into any agreement with any third party for the purchase and/or sale of any ROFO Facility without first offering Offeree the right to purchase the ROFO Facility. If Landlord decides Offeror or any Affiliate thereof proposes to sell its fee interest in a ROFO Facility, Offeror or such Affiliate shall deliver notice thereof to Offeree (an “ROFO Notice”), which ROFO Notice shall set forth the Projectmaterial business terms of such proposal including, Landlord without limitation, Offeror’s or such Affiliate’s proposed sales price, the square footage of the ROFO Facility, the terms of any leases associated with the ROFO Facility, the proposed due diligence period, the proposed closing date, any deposit requirements, and other principal business terms. Offeree shall submit to Tenant a written offer have the option (an “Landlord’s OfferROFO Facility Option”) identifying to purchase the price at ROFO Facility, which Landlord is willing Offeree shall exercise by delivering irrevocable notice to offer the Project for sale based upon LandlordOfferor or Offeror’s reasonable good faith belief Affiliate, as to the fair market value applicable (an “Acceptance Notice”), within ten (10) Business Days of the Project (giving of the “Purchase Price”); providedROFO Notice, howeveralong with an agreement of sale to purchase the ROFO Facility, that if a sale under this Section 32 actually closes within five (5) years from containing the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained operative terms and conditions set forth in this Section 32, the Purchase Price for the Project 2. The form of agreement shall be equal substantially similar to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, that which the parties anticipate will be effective as of August 1, 2014Offeree has previously negotiated with Offeror. (b) If Tenant timely accepts LandlordOfferee declines or fails to exercise its right of first offer within the period provided in Section 2(a) above (such failure being deemed a waiver of any such right), then Offeror or Offeror’s Offer Affiliate, as provided aboveapplicable, Landlord shallshall thereafter be free to offer for sale (and sell) the ROFO Facility upon terms similar to those set forth in the ROFO Notice. However, within ten (10) business days after Landlord’s receipt if Offeror or such Affiliate is subsequently willing to sell the ROFO Facility on terms which are materially different from that set forth in the ROFO Notice, then Offeror or such Affiliate shall provide Offeree with a revised ROFO Notice in accordance with the terms of notice of Tenant’s acceptance, submit to Tenant a Purchase this Section 2 and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale Offeree shall have all of the Project on same rights as set forth herein, except that Offeree must deliver an “Acceptance Notice within five (5) Business Days of the giving of such revised ROFO Notice. Time shall be of the essence as is” basis without representations or warranties to Offeree’s giving of any kind except with respect Acceptance Notice. The terms upon which Offeror or Offeror’s Affiliate, as applicable, is willing to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of sell the Purchase and Sale Agreement, which ROFO Facility shall be increased to equal deemed materially different if the net effective sales proceeds shall be more than three percent (3%) of less than the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest net effective sales proceeds set forth in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effectROFO Notice. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. (1) Provided that (a) Tenant has not assigned this Lease and (b) Tenant the Sale is notconsummated as contemplated by Section 18 above, if at anytime during the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % term of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and Landlord shall not be transferable or exercisable desire to sell any of the condominium units owned by or for Landlord in the benefit of any other partyBuilding (collectively, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease“First Offer Space”), Tenant shall have a the right of first offer (the “First Offer Right”), to purchase Landlord’s interest in the Project on First Offer Space for the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the same purchase price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); , and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that if in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 32 actually closes 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation day period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s said First Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project Space to a third party following Tenant’s rejection of Landlord’s Offeron any terms whatsoever, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s First Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 Right shall be null and void and of no further force or and effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee First Offer Space shall be held as close to the date of the Project following foreclosure (or a deed in lieu Notice as is reasonable under the circumstances. Prior to the date of foreclosure); (ii) a conveyance to a corporationClosing, partnershipLandlord shall bear the risk of loss from condemnation, limited liability company, trust fire or other form casualty but subject, nevertheless, to the terms of entity wholly or partially the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in exchange cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing by Tenant to the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided end that the right of first offer Purchase Price shall be totally net to purchase shall survive any transaction of the kind described in this clause (iii)Landlord. (f5) If Tenant timely accepts Landlord’s OfferLandlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a by special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loansmonetary liens, mortgagessubject, deeds however, to all other matters of trustrecord with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and encumbrances proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except real property taxes with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not yet duebe separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which real property taxes consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be prorated as of entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the closing. Leased Premises and Tenant is not in default of this Lease. (2) The Purchase Price and all other sums due at the time of closing First Offer Space shall be paid by delivery of funds delivered to Tenant in escrow which are immediately available to Landlord upon closing. “AS IS” condition, unless otherwise set forth in Landlord’s obligation to convey title to Offer. (3) Exercise of this First Offer Right shall not cause the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (orLease, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed amended by this paragraph. Notwithstanding the foregoingAmendment, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactionterminate.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection intention to transfer an Interest (which term, as used in this ARTICLE 8, shall be broadly construed and shall include, but not be limited to, any voluntary or unqualified involuntary disposition, sale, assignment, gift, conveyance, exchange, license, easement, lease or sublease or any Change in Ownership of Tenant), other than an Excluded Transfer (as defined below), which notice (the “Offer Notice”) shall include (i) a description of the Interest sought to be transferred, (ii) the price at which Tenant intends to sell the Interest and unconditional acceptance (iii) any material terms and conditions of the prospective transfer (including, but not limited to, all representations and warranties and conditions of closing which are a part of the prospective transfer) together with such other information regarding the prospective transfer in the possession of or reasonably available to Tenant as may be reasonably requested by Landlord’s Offer. As used hereinIf a proposed transfer (other than an Excluded Transfer) is part of an offer that includes more than one property, of which the Interest is included, then the value for the Interest shall be separately stated, and the Repurchase Right (as herein defined) shall only be applicable to the Interest. For the avoidance of doubt, the “Net Book Value shall mean he allocated value terms and provisions of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014this ARTICLE 8 do not apply to any Excluded Transfer. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant For a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five thirty (4530) days following beginning on the date of Landlord’s receipt of the Offer Notice, Landlord shall have the exclusive right and option to purchase the Interest (“Repurchase Right”) by delivering written notice (the “Exercise Notice”) to Tenant’s notice . Subject to the conditions set forth in 8.1(f), such exercise shall be irrevocable and the closing of acceptance in order to complete its title, survey and other property evaluations; the transaction shall occur within one hundred twenty (v) closing within fifteen (15120) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by date that Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reasontimely exercises its Repurchase Right. (c) If Tenant rejects Landlord fails to timely exercise its Repurchase Right pursuant to Section 8.1(b), such right shall be deemed waived, subject to Section 8.1(e) below, but only to the transfer set forth in the Offer Notice. Landlord’s Offer, then Repurchase Right shall continue as to each and every subsequent transfer of the Interest. (d) Landlord shall purchase or shall designate an Affiliate to purchase the Interest at a price (including the deposit of ▇▇▇▇▇▇▇ money) equal to the price for which the Interest is to be free to sell its fee interest sold or transferred as set forth in the Project without regard Offer Notice. If all or part of the consideration for the proposed transfer is other than cash, Landlord’s exercise of its Repurchase Right shall be deemed to Tenant’s right of first offer to purchase at any sales price be on the same terms and on any terms conditions as long as Landlord may elect in its sole discretion; providedagrees to pay the fair market value (as determined by an appraiser acceptable to both Landlord and Tenant) of the non-cash consideration to be received by Tenant. The cost of the appraisal shall be shared equally by Landlord and Tenant. (e) If Landlord’s Repurchase Right expires unexercised, howeverTenant shall, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after the expiration of Landlord’s receipt Repurchase Right, close the transfer transaction on Substantially the Same Terms (as defined herein) as set forth in the Offer Notice described in Section 8.1(a). If Tenant and the prospective transferee fail to so close the sale of Tenant’s rejection noticethe transfer of the Interest within said one (1) year period, Tenant shall once again have unless extended in writing by Landlord, then Tenant’s right of first offer to purchase transfer the Interest to such prospective transferee shall cease, and any future attempt to transfer the Interest shall again be subject to Landlord’s Repurchase Right. For purposes hereof, a transfer shall be on substantially the same terms (“Substantially the Same Terms”) as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest set forth in the Project within such one Offer Notice if (1)-year period after Landlord’s receipt 1) the net economic consideration to be received by the transferring Tenant (including without limitation, purchase price and allocation of Tenant’s rejection notice for a price that closing costs and other prorations) is lower greater than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer net economic consideration to sell its fee interest be received by the transferring Tenant as set forth in the Project Offer Notice and (2) the remaining terms are not materially less favorable to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest transferee than those terms set forth in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii)Notice. (f) If Tenant timely accepts Landlord’s OfferIn any transaction involving Landlord as purchaser of an Interest, and marketable title to the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project Interest shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary conveyed to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant Landlord free and clear of any and all loansliens, mortgagesencumbrances and exceptions of any kind or nature whatsoever except the following (the “Permitted Exceptions”): (i) The real estate taxes and assessments not delinquent; (ii) This Lease; (iii) Easements, deeds restrictions, covenants, and agreements of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of record (a) created on or before the date hereof, and (b) created after the date hereof and which do not secure or result from monetary obligations or which do not otherwise impair the marketability of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith Interest or which Landlord agrees to assume or take title subject to; (iv) The Space Leases; and (v) All acts done or approved by, through or under Landlord. (g) For purposes of this Lease, the following terms shall be fully satisfied upon have the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.meanings ascribed thereto:

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal Subject to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Leaseterms hereof, Tenant shall have a one-time, right of first offer to purchase Landlord’s 's right, title and interest (whether fee and/or leasehold) in each of the Project Pavilion Building and the Tower Building (the "ROFO to Purchase") on the following terms and conditions provided below. As used hereinconditions: (i) if and when Landlord, for purposes hereofin its sole discretion, the term “control” means the direct determines to offer to sell either or indirect ownership of more than fifty percent (50%) both of the voting securities of an entity or possession of the right to vote more than fifty percent ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If ▇▇▇▇▇▇▇▇ and Tenant hereby acknowledging that Landlord decides may elect to sell its fee interest each such Building in the Projectseparate transactions and that Tenant's ROFO to Purchase would apply to each such transaction, but if Landlord elects to sell both such Buildings as part of a single transaction, then Tenant's ROFO to Purchase must be exercised with respect to both or neither of such Buildings) to any unrelated third party on terms acceptable to Landlord, then Landlord shall submit promptly deliver to Tenant a written offer notice (“Landlord’s the "Offer”") identifying specifying the price at which Landlord is willing to offer the Project for terms of any such proposed sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project Building, which Offer shall accurately identify the purchase price, closing date, type of deed of conveyance (if applicable) and all other relevant material business terms acceptable to Landlord (including, without limitation, if applicable, any financing terms offered in connection with the “Purchase Price”sale, etc.); provided(ii) following Tenant's receipt of said Offer, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project Tenant shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within have thirty (30) days after receipt (time being of Landlord’s the essence) to accept or reject the Offer (on the same terms submitted by Landlord in the Offer, Tenant shall give Landlord ) by written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect sent to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offeror fails to accept such Offer within said thirty (30) day period, then Landlord shall be free to sell its fee interest in the Project without regard Building to Tenant’s right any party on whatever terms Landlord determines within a period of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after of the date of such Offer, provided that if the purchase price which Landlord is to sell the Building to such third party is less than 90% of that offered to Tenant, Landlord will resubmit to Tenant a new written offer (the "Re-Offer") on the economic terms then being offered to such party, in which event Tenant shall accept or reject such Re-Offer in the manner provided above for Landlord’s receipt 's Offer; (iii) if Tenant accepts the Offer (or Re-Offer, if applicable) as provided above, Landlord shall convey to Tenant, and Tenant shall purchase, the Building on the terms set forth in such Offer (or Re-Offer, if applicable) and otherwise on any additional terms mutually agreed to in a writing signed by both parties within ten (10) Business Days of Tenant’s rejection notice's notice accepting such Offer (or Re-offer, if applicable); (iv) no reduction or credit in the purchase price to Tenant shall once again apply for any fit-up made to the Premises or Complex by Tenant or for any other items; (v) intentionally deleted (vi) notwithstanding the foregoing, if an Event of Default by Tenant exists either at the time it elects to exercise its ROFO to Purchase (or at the time Tenant purchases the Building) hereunder, Landlord shall have the option to rescind such election by Tenant’s right ; (vii) this ROFO to Purchase shall not apply to any sale by Landlord to any "related parties" of first offer Landlord (said term to purchase as provided in this Section 32mean any principals or officers of, or any entities affiliated with Landlord, or Landlord's parent company, or any parties Controlled by or any parties under common Control with Landlord, or any divisional entities of Landlord or Landlord's parent or affiliates, or any present or future joint venture partners of or with Landlord, or any parties arising by merger or consolidation with Landlord, or any parties purchasing all or substantially all of Landlord's stock or assets); and provided further, however, that before entering into any agreement (viii) Tenant shall not record its ROFO to sell its fee interest Purchase in the Project within such one Stamford Land Records; (1)-year period after Landlord’s receipt ix) this ROFO to Purchase is personal to the named Tenant only (i.e., World Wrestling Entertainment, Inc.) and to any permitted assignee under Section 19.01(c) and shall not apply to any subtenants, successors or assigns of Tenant’s rejection notice for a price that ; (x) this ROFO to Purchase shall not apply if Tenant is lower than ninetynot in full occupancy of seventy-five percent (9575%) of the Purchase PricePremises; and (xi) if Tenant breaches its obligations under this ROFO to Purchase, Landlord shall first offer to sell its fee interest in the Project to Tenant may, at the reduced price Landlord is willing to acceptLandlord's option, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated treat such breach as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant default under this Section 32; Lease and/or seek any other rights or (iii) a conveyance to any person remedies which Landlord may have at law or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii)equity. (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that Landlord hereby grants Tenant the first right, option and opportunity to purchase the Premises on the following terms and conditions; (a) Tenant has not assigned If at any time during the term of this Lease and (bincluding, without limitation, any option term) Tenant is not, at Landlord desires to sell or otherwise transfer (a "Transfer") the time Landlord would otherwise deliver a Landlord’s Offer Premises or any part thereof or interest therein (defined belowsuch part or interest being referred to herein as the "Offered Interest"), subleasing more than % of then before Landlord enters a binding agreement to sell the PremisesOffered Interest, it being intended that all rights pursuant to this provision are and Landlord shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to Tenant the opportunity to purchase the Offered Interest by giving Tenant written notice of the terms and conditions on which Landlord would be willing to sell the Offered Interest ("Landlord’s interest in 's Offer"). Landlord's Offer shall include the Project following basic business terms upon which Landlord is willing to transfer the Offered Interest (i) the sales price, (ii) the amount and terms of any seller financing, (iii) the amount and terms of any assumable third party financing, (iv) the state of title to be transferred by Landlord, (v) the date for close of escrow, (vi) the allocation of closing costs, (vii) the legal description of the Offered Interest, and (viii) all other material business terms on which Landlord is willing to transfer the Offered Interest. Tenant shall thereafter have the exclusive right to purchase the Offered Interest on the terms and conditions provided below. As used hereinstated in Landlord's Offer, for purposes hereof, the term “control” means the direct or indirect ownership which right Tenant may exercise by giving Landlord written notice of more than fifty percent (50%) Tenant's exercise of the voting securities of an entity or possession of the such right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of following date that Tenant receives Landlord’s 's Offer. If Tenant exercises such right, then Tenant shall give purchase and Landlord written notice of Tenant’s rejection or unqualified shall sell the Offered Interest on the terms and unconditional acceptance of conditions described in Landlord’s 's Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shalldoes not, within ten such thirty (1030) business days after day period, exercise Tenant's right to purchase the Offered Interest on the terms and conditions of Landlord’s receipt of notice of Tenant’s acceptance's Offer, submit then Landlord may sell the Offered Interest to Tenant any third party for a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for purchase price not less than ninety-five Percent (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (395%) of the Purchase Price upon waiver purchase price specified in Landlord's Offer and otherwise on the same term and conditions as Landlord's Offer, so long as (i) Landlord enters a binding written agreement with such third party for the sale of Tenant’s due diligence contingencythe Offered Interest within six (6) months after Landlord's delivery to Tenant of Landlord's Offer, all and (ii) Landlord conveys title to the Offered Interest to such third party pursuant to such agreement within one hundred twenty (120) days after such agreement for the sale of which funds shall be placed in an escrow with a nationally-recognized title company selected the Offered Interest is fully executed by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of fortysuch third-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reasonparty buyer. (c) If Landlord has not entered a binding written agreement for the sale of the Offered Interest within six (6) months after Landlord's delivery to Tenant rejects of Landlord’s 's Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that or if Landlord has not entered into a binding conveyed title to the Offered Interest to such third-party buyer pursuant to such an agreement to sell its fee interest in the Project within one hundred and twenty (1120) year days after Landlord’s receipt such agreement for the Sale of Tenant’s rejection noticethe Offered Interest is fully executed by Landlord and such third-party buyer, Tenant then, in either such event, any subsequent offer or election by Landlord to transfer the Premises or any part thereof or any interest therein (including, without limitation, the Offered Interest) shall be deemed a new determination to so do and shall be subject once again have to Tenant’s right of 's first offer right, option and opportunity to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effectdescribed herein. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that Tenant shall have a one-time right of first offer (the “Right of First Offer to Purchase”), during the Lease Term, including the Extension Term, to purchase the Building (the “Purchase Space”) pursuant to the following terms and conditions: (a) Tenant has not assigned this Lease and (b) Provided that Tenant is notnot then in default of the terms of the Lease, as amended, at the time of Tenant’s exercise of the Right of First Offer to Purchase under this Section 8, if, at any time during the Lease Term, Landlord would otherwise deliver elects to sell the Purchase Space (i) to a Landlord’s Offer (party other than a “Landlord Affiliate” or a “Foreclosure Owner” as those terms are defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periodsii) on the a single asset basis and not as part of a “Group Sale,” as that term is defined below, Landlord shall provide written notice to Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If upon which Landlord decides would be willing to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer Purchase Space (the “Landlord’s OfferNotice”). Landlord’s Notice shall set forth the material economic terms and conditions (including, without limitation, a statement regarding whether the Purchase Space will be sold free and clear of all deeds of trust, mortgages, or other similar instruments affecting the Purchase Space) identifying the price at under which Landlord is willing to offer sell the Project for sale based upon Landlord’s reasonable good faith belief as Purchase Space to the fair market value of the Project Tenant (the “Purchase PriceMaterial Terms”); provided, however, that if a sale under this Section 32 actually closes within five but shall not constitute an agreement between the parties or an offer to sell such Purchase Space. ▇▇▇▇▇▇▇▇ agrees to bargain in good faith on any terms not stated in Landlord’s Notice. (5b) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project Tenant shall be equal to the Net Book Value have ten (as defined below10) of the Project as of the Commencement Date. Within thirty (30) days Business Days after receipt of Landlord’s OfferNotice (the “Tenant Response Period”) to notify Landlord in writing whether or not Tenant desires to purchase the Purchase Space on the terms stated in ▇▇▇▇▇▇▇▇’s Notice (the “Tenant’s Notice”). If Tenant delivers the Tenant’s Notice within the Tenant Response Period, Landlord and Tenant shall give Landlord written notice promptly enter into a purchase and sale agreement for the Purchase Space on the Material Terms stated in Landlord’s Notice (the “Purchase Agreement”). Tenant’s Right of First Offer to Purchase is personal to Original Tenant and any Affiliate, and shall terminate upon Tenant’s failure to timely exercise its Right of First Offer to Purchase within the Tenant Response Period. Accordingly, if Original Tenant shall assign the Lease prior to its exercise of Tenant’s rejection Right of First Offer to Purchase (other than to an Affiliate), Tenant’s Right of First Offer to Purchase shall thereupon be deemed terminated and Tenant shall have no rights pursuant to this Section 8, and any purported exercise of Tenant’s Right of First Offer to Purchase after the date of such assignment shall be deemed void and of no force or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014effect. (bc) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for In the Project providing for event that (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and either (A) be applied towards elects not to purchase the Purchase Price at closing Space on the Material Terms stated in Landlord’s Notice or (B) be refundable to Tenant if and only if the purchase fails to close due deliver Tenant’s Notice to no fault ./-/11-17-20// ▇▇▇▇▇▇▇▇▇ / 500209.0017 -7- Landlord prior to the expiration of the Tenant Response Period, or (ii) Tenant delivers a Tenant’s Notice to Landlord within the Tenant Response Period but Landlord and shall otherwise be nonrefundable); Tenant fail to execute the Purchase Agreement within fifteen (iii15) all cash consideration; (iv) a due diligence period of forty-five (45) days following Business Days after the date of Landlord’s receipt of Tenant’s notice Notice, then (i) Tenant shall be deemed to have waived its Right of acceptance in order First Offer to complete its titlePurchase the Purchase Space, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (Aii) Tenant’s aforementioned due diligence period and (B) performance by the parties Right of their respective obligations under the First Offer to Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be deemed null and void, and of no further force or effect(iii) Landlord shall have the right to sell the Purchase Space to any third party without having any obligation to deliver a Landlord’s Notice to Tenant. (d) If In no event shall Landlord be required to provide Tenant does with any of the following items: (1) appraisal and valuation reports and information, (2) any documents, materials or information which are subject to attorney/client, work product or similar privilege or which constitute attorney communications with respect to the Purchase Space, (3) any confidential or proprietary information and communications, (4) any documents pertaining to the marketing of the Purchase Space for sale to prospective purchasers, (5) any internal memoranda, reports or assessments of Landlord or Landlord’s affiliates to the extent relating to Landlord’s valuation of the Purchase Space or interpretation of any agreements, contracts or third party reports pertaining to the Purchase Space, or (6) any materials projecting or relating to the future performance of the Purchase Space. Tenant hereby acknowledges that Landlord will not give make any warranty or representation, express or implied, regarding the truth or accuracy of any of the documents, materials or information provided to or made available to Tenant or the source thereof and Landlord written notice shall have no liability as a result of providing or making available to Tenant such documents, materials or information or as a result of Tenant’s acceptance reliance thereon. During the Offer Period, Tenant and its agents, contractors, subcontractors, consultants, employees, engineers, legal counsel and other authorized representatives of Tenant who shall inspect, investigate, test or rejection within thirty evaluate the Purchase Space on behalf of Tenant (30collectively, “Licensee Parties”) days after receipt shall have reasonable access to the Purchase Space at agreed upon times during normal business hours for agreed upon purposes on at least one (1) business day’s prior notice to Landlord. Such notice shall describe the scope of the studies Tenant intends to conduct during ▇▇▇▇▇▇’s access to the Purchase Space. Landlord shall have the right to have a representative present during any visits to or inspections of the Purchase Space or interviews with any tenants of the Purchase Space. If Tenant desires to conduct any physically intrusive studies such as, but not limited to, sampling of soils or the like (“Inspection”), Tenant will identify in writing the procedures Tenant desires to perform and shall request ▇▇▇▇▇▇▇▇’s express written consent thereto, which consent may be withheld in Landlord’s Offer as provided abovesole discretion. The Inspection will be at Tenant’s sole cost and expense and will be conducted in a manner and by Licensee Parties reasonably acceptable to Landlord. Should Tenant choose to conduct such an investigation at the Purchase Space, then Tenant shall promptly cause to be removed any mechanics’ liens that may be recorded against the Purchase Space on account of the performance of work or if activities by or for Tenant, at ▇▇▇▇▇▇’s sole cost and expense. Tenant accepts Landlord’s Offer and either any Licensee Parties will: (i) despite their good faith efforts maintain commercial general liability (occurrence) insurance on terms reasonably satisfactory to Landlord covering any occurrence arising in connection with the presence of Tenant or the Licensee Parties on the Purchase Space, and deliver to Landlord a certificate of insurance, which names Landlord as an additional insured thereunder, verifying such coverage prior to entry upon the Purchase Space; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Purchase Space; and (iii) restore the Purchase Space to the condition in which the same was found before any such entry, inspection or examination was undertaken. Tenant shall, at ▇▇▇▇▇▇▇▇’s request, provide Landlord with copies of all studies, tests, reports and other documents or materials relating to the Purchase Space that are prepared, conducted or made by, for any reason do not execute a Purchase or on behalf of Tenant, each of which shall be addressed to Tenant and Sale Agreement within the twenty (20)-business day period as described above (it being understood to Landlord so that Landlord and will be entitled to rely thereon as if it were the client of the party preparing such document. Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with maintain as confidential the terms of the proposed sale transaction and any and all information obtained by Tenant about the Landlord or about the Purchase Space, the other leases at the Purchase Space, this Section 32 within Agreement or the proposed sale transaction, and shall not disclose such twenty (20)-business day period) information to any third party. Except as may be required by law, Tenant will not divulge any such information to other persons or (ii) entities including, without limitation, appraisers, real estate brokers, or competitors of Landlord. Notwithstanding the foregoing, Tenant fails shall have the right to close disclose information with respect to the purchase Purchase Space to its officers, directors, employees, ./-/11-17-20// ▇▇▇▇▇▇▇▇▇ / 500209.0017 -8- attorneys, accountants, environmental auditors, engineers, and potential lenders and other consultants to the extent necessary for Tenant to evaluate its acquisition of the Project after entering into a Purchase Space provided that all such persons are told that such information is confidential and Sale Agreement through no fault of Landlord, then agree (in writing for any of those events)third party engineers, the environmental auditors or other consultants) to keep such information confidential. The provisions of this Section 32 paragraph shall be null and void and survive any termination of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptableLease. (e) Tenant’s right of first offer to purchase Tenant shall not apply with respect to indemnify and defend Landlord against and hold Landlord harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Purchase Space by Tenant or any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase Licensee Parties. The foregoing covenant shall survive any transaction termination of the kind described in this clause (iii)Lease. (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executedFor purposes of this Section 8, the closing of following definitions shall have the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents meanings as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.follows:

Right of First Offer to Purchase. (a) Provided that (ai) Tenant has not assigned this Lease and no Event of Default shall have occurred in the past twelve (b12) Tenant is not, at months preceding the time Landlord would otherwise deliver a date of Landlord’s Offer (defined below), subleasing more than % (ii) there then exists no uncured Event of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Default by Tenant under this Lease, and shall not be transferable (iii) that the Tenant named in this Lease is leasing the entire Premises, then before Landlord may sell or exercisable by convey the Property to any third party during the Term (including the sale of all or for the benefit substantially all of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership interests in Landlord to a third-party that is not then a holder (or the Affiliate of more than fifty percent (50%a holder) of the voting securities of an entity direct or possession of the right to vote more than fifty percent indirect ownership interests in Landlord) (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Projecta “Sale”), Landlord shall submit first offer to Tenant a so sell the Property to Tenant, by giving written offer notice (“Landlord’s Offer”) identifying of the price at material business terms and conditions on which Landlord is willing to offer sell the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the partiesProperty, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price set forth at closing or (B) be refundable to Tenant if and only if least the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a price, closing period, due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any), and terms of payment applicable to the proposed Sale. The parties For the avoidance of doubt, the transfer of direct or indirect ownership interests in Landlord among or between the then-current holders of direct or indirect ownership interests in Landlord shall then have a period not trigger this right of up to twenty (20first offer, so long as such transaction(s) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent are not undertaken with the foregoing. At Tenant’s written request received by Landlord prior to the end intent of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to defeating Tenant’s right of first offer to purchase at hereunder. For the avoidance of doubt, the right of first offer hereunder shall inure to the benefit of any sales price Permitted Transferee who is the legal successor to, or assignee of, all of Tenant’s rights under this Lease. Furthermore, Landlord shall not undertake any transaction which would give rise to the ROFO within the first eighteen (18) months following the Commencement Date. (b) Tenant shall have thirty (30) days after the date of receipt of Landlord’s Offer within which to notify Landlord in writing whether Tenant accepts Landlord’s Offer on the terms and conditions therein contained. If Tenant accepts Landlord’s Offer in writing within the thirty (30) day period described above, the parties shall proceed to negotiate in good faith toward the goal of entering into a mutually acceptable Agreement of Sale and Purchase (a “ROFO Definitive Agreement”) on the terms set forth in Landlord’s Offer. The ROFO Definitive Agreement shall incorporate the terms and conditions set forth on Exhibit “F” attached hereto, except to the extent that any of the material business terms as set forth in Landlord’s Offer deviate from such provisions, in which case Landlord’s Offer shall control. (c) If Tenant does not accept Landlord’s Offer in writing within the thirty (30) day period described in Section 30(b), or Tenant accepts Landlord’s Offer but the parties fail to enter into a ROFO Definitive Agreement within thirty (30) days thereafter, then Tenant shall be deemed to have declined the Landlord’s Offer, subject to the remainder of this Section 31(c). If Tenant declines, or is deemed to have declined, Landlord’s Offer, Landlord may elect in its sole discretionmake a Sale to any other person or entity; provided, however, that (i) if Landlord has not fails to enter into a definitive agreement for the sale of the Property within twelve (12) months after Tenant declines, or is deemed to have declined Landlord’s Offer, or (ii) if having entered into a binding definitive agreement within the time period specified in clause (i) above, Landlord fails to sell its fee complete closing thereunder within ten (10) months thereafter, or (iii) if Landlord desires to make a Sale for a purchase price which is less than ninety-two percent (92%) of that set forth in Landlord’s Offer, then in any such event before entering into a Sale Landlord shall first re-offer the Property for Sale to Tenant (at such reduced purchase price, if applicable) in accordance with the procedure in Section 30(a). If Tenant declines, or is deemed to have declined, Landlord’s Offer, or if for any reason this right of first offer terminates, at Landlord’s request Tenant shall confirm the same to Landlord (and to any third party that Landlord may designate) in writing within five (5) days after Landlord’s written request for such confirmation. (d) This right of first offer will expire contemporaneously with the expiration or earlier termination of this Lease. Furthermore, this right of first offer shall be extinguished by any Sale or any other transfer of the Property made in accordance with the terms of this Section 30, except for the transfers described in Section 30(e) below. (e) Notwithstanding anything herein to the contrary, this right of first offer shall not apply to (and “Sale” shall not mean or include) (i) any mortgage financing, sale leaseback financing transaction, foreclosure sale or other statutory sale or non-judicial sale by any holder of a mortgage on Landlord’s interest in the Project within Property, or a deed in lieu of foreclosure, or to a foreclosure of a direct or indirect equity interest in Landlord under the Uniform Commercial Code or otherwise, or a transfer in lieu thereof, or any similar event relating to a fee mortgage or security interest, or to any sale or transfer thereafter made by the holder of such mortgage or security interest or its Affiliate, (ii) the sale or transfer of less than all or substantially all of the direct or indirect ownership interests in Landlord, or any direct or indirect partnership or membership interests by Landlord or its partners, members or shareholders, unless such sale or transfer, together with other sales or transfers of direct or indirect ownership interests in Landlord made as part of a series of related and contemporaneous transactions, results in the sale or transfer of all or substantially all of the direct or indirect ownership interests in Landlord to a third-party that is not an Affiliate of Landlord, or a then-current holder of direct or indirect ownership interests in Landlord, or an Affiliate thereof, (iii) a sale or transfer, whether in fee or by transfer of direct or indirect ownership interests in Landlord, to an Affiliate of Landlord, or to any party (or its Affiliate) that then holds direct or indirect ownership interests in Landlord, (iv) a sale or transfer as part of the sale of three (3) or more properties by Landlord and/or its Affiliates (in one or more related transactions), or (1v) year after Landlord’s receipt transfers of Tenant’s rejection noticedirect or indirect ownership interests in Landlord to third parties in connection with the initial formation and capitalization of Landlord or its parent companies. This right of first offer shall not be extinguished by any transaction described in this Section 30(e) above, Tenant but shall once again have continue thereafter until exercised or extinguished as set forth above. No such transaction(s) shall be undertaken with the intent of defeating Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effecthereunder. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has is not assigned in monetary or material non-monetary Default under this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer applicable time, Tenant, during the Purchase Option Period (defined belowhereinafter defined), subleasing more than % in the manner described by and in compliance with the terms and provisions of the Premisesthis Article, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a non-assignable and non-transferable right of first offer to purchase Landlord’s interest in the Project on Building. (a) If at any time during the terms and conditions provided below. As used hereinPurchase Option Period, Landlord shall either (i) receive a bona-fide offer, other than at public auction, from a third party, who does not have the power of eminent domain, for purposes hereofthe purchase of the Building, which Landlord desires to accept or (ii) prepares a sale proposal pertaining to the term “control” means Building which Landlord is prepared to offer as a sale proposal to such third party, Landlord shall send a written notice (the direct or indirect ownership "PURCHASE OPTION NOTICE") to Tenant of such proposal including the business terms of such proposal. Tenant may elect to enter into purchase negotiations with Landlord, by giving written notice to Landlord (the "Tenant's Negotiation Notice") of its election not more than fifteen (15) business days after receipt by Tenant of the Purchase Option Notice. Notwithstanding the foregoing, Tenant shall have an option to purchase the Building hereunder only if Tenant is leasing more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest Rentable Area in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the ProjectBuilding. In addition, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s 's right of first offer to purchase at hereunder shall apply only to a sale of the entire Building or the entire Building and the entire Fair Lakes V building together depending on how Landlord determines to market the properties for sale and shall not apply to a sale of the Building and/or Fair Lakes V as part of a pool or portfolio sale by Landlord if such pool or portfolio sale includes any sales price buildings and/or properties in addition to the Building and/or Fair Lakes V and/or the Fair Lakes IV building. (b) In the event Tenant responds within the fifteen (15) business day period that it desires to enter purchase negotiations, Landlord and on any terms as Landlord may elect in its sole discretion; providedTenant shall use good faith, however, that if Landlord has not entered into diligent efforts for a binding agreement to sell its fee interest in the Project within one period of sixty (160) year days after Landlord’s 's receipt of Tenant’s rejection notice's Negotiation Notice to negotiate and execute a contract for the sale of the Building and/or Fair Lakes V to Tenant. (c) Should (i) Tenant either fail to respond within the fifteen (15) business day period or elect not to enter into negotiations with Landlord for the purchase of the Building and/or Fair Lakes V or (ii) Landlord and Tenant fail to execute a contract for the sale of the Building and/or the Building and Fair Lakes V to Tenant within sixty (60) days after the date which Landlord receives Tenant's Negotiation Notice, Tenant shall once again have then Tenant’s 's right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord Building and/or Fair Lakes V shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse automatically terminate and be null and void, and of no further force or effect; provided, however, the sixty (60) day negotiation period referenced above may be extended by written agreement of Landlord and Tenant. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s The right of first offer described in this ARTICLE 4 shall be inapplicable to purchase shall not apply with respect a transfer by way of sale, gift, or devise, including a trust, to or for a party affiliated to Landlord, or to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or transfer from one such related party to another, but shall apply to any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance such transfer to a corporationthird person. For purposes of this ARTICLE 4, partnership"affiliated" shall mean in control of, limited liability company, trust controlled by or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has is not assigned in material monetary or non-monetary Default under this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below)applicable time, subleasing more than % of the PremisesTenant, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a non assignable and non transferable right of first offer to purchase Landlord’s interest in the Project on Building and/or the terms and conditions provided below. As used herein, for purposes hereof, Additional Building Land if the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairsAdditional Building has not already been constructed. (a) If Landlord decides to sell its fee interest in at any time during the ProjectTerm, Landlord shall submit receive a bona-fide offer, other than at public auction, from an. unrelated third party, that is not exercising the power of eminent domain, ("Third Party") for the ----------- purchase of the Building and/or the Additional Building Land, Which Landlord desires to accept, Landlord shall send a written notice (the "Third Party ----------- Purchase Notice") to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of such proposal including all of the Project (business --------------- terms of such proposal. Tenant may elect to purchase the “Additional Building Land or the Building upon the terms set forth in the Third Party Purchase Price”); providedNotice, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything by giving written notice to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) Landlord of the Project as of the Commencement Date. Within its election not more than thirty (30) days after receipt by Tenant of Landlord’s Offerthe Third Party Purchase Notice. In the event that Tenant elects in writing, or is deemed to have elected by failing to respond within said thirty (30) day period, not to purchase the Building or the Additional Building Land, Landlord may proceed to sell the Building or the Additional Building Land to a third party in accordance with the Third Party Purchase Notice. In the event that Landlord and the third party make, any material changes to the terms of the sale from the Third Party Purchase Notice including reducing the purchase price by five percent (5%) or more than that set forth in the Third Party Purchase Notice or extending the closing date scheduled for the sale by more than thirty (30) days after the date for such closing, pursuant to the Third Party Purchase Notice, Landlord shall again offer the Building or the Additional Building Land, as applicable, to Tenant in accordance with this Section 7(a) on the terms on which the third party had agreed to purchase the Building and/or Additional Building Land; provided, however, Tenant shall give Landlord written may elect to purchase the Building or the Additional Building Land only by providing notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing writing within fifteen (15) days after Landlord's notice of the aforementioned due diligence period expires; availability of the Building and/or the Additional Building Land on the revised terms and conditions agreed to between Landlord and the Third Party. (vib) allocation of closing costs If at any time during the Term, Landlord shall prepare a sale proposal pertaining to the Building or the Additional Building Land that Landlord is prepared to offer as a sale proposal (including transfer taxes and escrow fees"Sale Proposal") to an ------------- unrelated third party, Landlord shall send to Tenant a written notice (the "Purchase Option Notice") which shall include the Sale Proposal. In the event ---------------------- that Tenant does not elect by written notice to purchase the Building or the Additional Building Land in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under terms set forth in the Purchase and Sale Agreement; and Option Notice within sixty (viii60) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s after receipt of said notice, Landlord may offer the draft Purchase and Sale Agreement within which Building and/or the Additional Building Land, as applicable, to negotiate third parties in good faith and execute the final form of the Purchase and Sale Agreement consistent accordance with the foregoingSale Proposal. At Tenant’s written request received by Landlord In the event that prior to the end execution of such negotiation period, (x) a bona fide purchase contract Landlord shall provide to Tenant, without representation or warranty and the Third Party make any material changes to. the terms of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for sale from the Project to enable Tenant to review any correspondence with any governmental agencies regarding Purchase Option Notice including reducing the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-by five percent (955%) of or more than that set forth in the Purchase Price, Landlord shall first offer to sell its fee interest in Option Notice or extending the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation closing date scheduled for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within sale by more than thirty (30) days after receipt the date for such closing pursuant to the Purchase Option Notice, then Landlord shall notify Tenant in writing ("Second Notice") of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of said agreement with the Third Party, and ------------- Tenant shall have five (5) Business Days from receipt of said Second Notice to notify Landlord that Tenant elects to purchase the Building and/or the Additional Building Land on the terms on which the Third Party had agreed to purchase the Building, and/or the Additional Building Land. In the event that Tenant does not respond to the Purchase Option Notice within the sixty (60) day period or to the Second Notice within the five (5) Business Day period set forth. above, Tenant shall be deemed to have elected not to purchase the Building or the Additional Building Land, as applicable. Notwithstanding anything to the contrary herein, in the event that Tenant elects to purchase the Building or the Additional Building Land in accordance with this Section 32 within such twenty subsection (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those eventsb), Tenant shall have thirty (30) days less than the provisions of this Section 32 time provided for in the Sale Proposal (as may have been modified if Tenant makes such election after the Second Notice) for any due diligence period but, in all events, Tenant shall be null and void and of no further force or effect, and Landlord shall then and provided at all times thereafter be free least a thirty (30) day study period after Tenant's election to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptablepurchase. (ec) Tenant’s The right of first offer described in Section 7(a) shall be inapplicable to purchase shall not apply with respect a transfer, by way of sale, gift, or devise, including a trust, to or for a party affiliated to Landlord, or to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance transfer from one such related party, to a corporationanother, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance but shall apply to any person such transfer to an unrelated third person. For purposes of this Article 7, "affiliated" shall mean in control --------- of, controlled by or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction Landlord or one of the kind described in this clause (iii)general or limited partners of Landlord. (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. 26.1 Provided that (a) Tenant has not assigned this Lease and (b) Tenant is notno Event of Default then exists, at if Landlord intends to sell the time Landlord would otherwise deliver Premises as a Landlord’s Offer “one-off sale” (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant ) to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Projectunaffiliated third party purchaser, Landlord shall submit first give written notice to Tenant a written offer notifying Tenant of the purchase price (the “Landlord’s OfferOffer Price”) identifying the price at and other material terms upon which Landlord is willing to offer sell the Project for sale based upon Premises (“Landlord’s reasonable good faith belief Offer Notice”), specifically (collectively, the “Economic Terms”): (a) the payment terms for the Offer Price (including the parties’ respective obligations in connection with any loan prepayment penalties, brokerage commissions and any tenant improvement allowances or other concessions payable to tenants following the closing); (b) any deposit amount required; (c) the length of any due diligence period; (d) the condition of title; (e) the closing date; (f) the proposed representations and warranties, if any, which Landlord is willing to provide, as to well as the fair market value “as-is” nature of the Project transaction and any required waiver of claims against Landlord; (g) the “Purchase Price”)escrow and title company; provided(h) the allocation of escrow, howevertitle and closing costs; and (i) the closing conditions. The Economic Terms, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained together with those set forth in this Section 3226.1, shall comprise the Purchase Price for terms upon which Landlord is willing to sell the Project shall be equal Premises to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant. 26.2 Tenant shall give Landlord written notice of may exercise Tenant’s rejection or unqualified and unconditional acceptance right of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared first offer only by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect giving to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase Offer Notice (the “Response Period”), written notice of Tenant’s agreement to purchase the entire Landlord’s interest on the Economic Terms stated in Landlord’s Offer Notice or on such other Economic Terms as Landlord and Sale Agreement within which Tenant may mutually agree in writing during the Response Period (the “Acceptance Notice”). During the Response Period, Landlord shall make itself reasonably available to Tenant to discuss the Economic Terms, but shall be under no obligation to negotiate in good faith and execute the final form or modify any of the Purchase Economic Terms, and Sale Agreement consistent with no such discussions shall effect a modification of the foregoingEconomic Terms unless such modification is set forth in a writing signed by Landlord. At TenantIn that regard, Tenant may, at least two (2) business days prior to the expiration of the Response Period, deliver to Landlord a notice (the “Response Notice”) stating that Tenant is interested in purchasing Landlord’s written request received by Landlord Interest, but rejecting some or all of the Economic Terms, in which event Tenant shall include in the Response Notice changes to such rejected Economic Terms that Tenant would accept. If prior to the end of such negotiation periodthe Response Period Landlord accepts in writing any of Tenant’s proposed changes to the Economic Terms set forth in the Response Notice, (x) then the Economic Terms, as so changed, shall be deemed the “Economic Terms” for purposes hereof; provided, however, that Landlord shall provide have no obligation to accept any such proposed changes and shall have the right in its sole and absolute discretion to reject any or all of such proposed changes (and if Landlord fails to accept Tenant’s proposed changes in writing prior to the end of the Response Period, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant such proposed changes shall be permitted to copy ((x) and (y) collectively, the “Property Documents”deemed rejected), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) . If Tenant rejects Landlord’s Offerfails to deliver an Acceptance Notice within the Response Period, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided specified in this Section 32; shall terminate and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) effect except as expressly set forth below. If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection delivers an Acceptance Notice within the Response Period, then within thirty (30) days after receipt of Tenant’s delivery thereof, Landlord shall cause to be prepared and delivered to Tenant a draft purchase agreement and escrow instructions (the “Purchase Agreement”) setting forth the Economic Terms and such other terms and conditions (the “Non-Economic Terms”) as Landlord may consider to be appropriate. During the thirty (30) days after Landlord’s Offer delivery of the Purchase Agreement (the “Negotiation Period”), Landlord and Tenant and/or their counsel shall meet (in person or by telephone) as provided above, or if Tenant accepts Landlord’s Offer often as is commercially reasonable in a good faith effort to negotiate the Non-Economic Terms based on the then-current standards in the geographic area of the Facility for similar transactions and either to finalize the Purchase Agreement. 26.3 If (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement shall fail to deliver the Acceptance Notice within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) Response Period, or (ii) Tenant fails timely delivers the Acceptance Notice but the parties fail to close finalize and execute the purchase Purchase Agreement within the Negotiation Period, then, except as set forth in Section 26.4 below, Tenant’s right of the Project after entering into a Purchase first offer contained in this Paragraph shall automatically terminate and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then may sell and at all times thereafter be free to sell convey the Project Premises to any person or entity upon whatever terms prospective purchaser of its choosing free and clear of any rights of Tenant under this Section. In addition, if Landlord and Tenant enter into the Purchase Agreement and Tenant fails to consummate the transaction contemplated by the Purchase Agreement within the time periods specified in its sole discretion may find acceptable. (e) the Purchase Agreement for any reason other than Landlord’s default, then Tenant’s right of first offer to purchase contained in this Paragraph shall not apply with respect automatically terminate and be of no further force or effect, and Landlord may sell and convey the Premises to any prospective purchaser of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant its choosing free and clear of all loans, mortgages, deeds any rights of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by under this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactionSection.

Right of First Offer to Purchase. Provided In the event Landlord intends to sell the Project or any portion thereof during the Term of the Lease, Landlord will first be obligated to provide Tenant with written notice of its intent to sell the Project or material portion thereof (the "SALE NOTICE") and the general terms on which Landlord intends to market the Building for sale (e.g. price, terms, closing date). Landlord agrees that for a period of 60 days following the Sale Notice (the "NEGOTIATION PERIOD"), Tenant shall be afforded the exclusive opportunity to enter into a binding agreement to purchase the Building on terms mutually acceptable to both Landlord and Tenant; it being further agreed that if Tenant desires to purchase the Project (or applicable portion thereof), then Landlord and Tenant agree to negotiate the terms of sale in good faith during the Negotiation Period. Furthermore, if (a) Tenant has desires to purchase the Project (or applicable portion thereof) during the Negotiation Period but does not assigned this Lease agree to mutually acceptable terms with the Landlord and (b) Tenant is not, a Third Party Proposal (as hereinafter defined) exists at any time thereafter during the time Landlord would otherwise deliver a Landlord’s Offer Term (defined below), subleasing more than % as the same may be extended) for the sale of the PremisesProject or material portion thereof at a net price (i.e. cash price less estimated transaction costs) lesser than or equal to seventy-five percent (75%) of the list price originally offered by Landlord in negotiations with Tenant during the Negotiation Period, it being intended then, under such circumstances, Landlord shall offer the Project (or applicable portion thereof) for sale to Tenant on all of the terms set forth in the Third Party Proposal; provided, further, that all rights in the event the purchase price set forth in the Third Party Proposal includes a brokerage commission due from Landlord which will not be due and owing pursuant to Landlord's listing agreement with such broker if Tenant purchases the Project or applicable portion thereof pursuant to this provision are and Section 8, then Tenant shall remain personal be obligated to pay the purchase price less said broker's commission. Tenant must accept any offer by Landlord pursuant to the original previous sentence, if at all, by notice given to Landlord given within seven (7) days after Tenant's receipt of the given Third Party Proposal, and, if Tenant under this Leaseso accepts an offer, Landlord and Tenant shall use good faith, diligent efforts to negotiate a commercially reasonable purchase agreement reflecting the terms of the Third Party Proposal within twenty (20) days after Tenant's acceptance of such offer; it being further agreed that if Tenant does not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Leaseaccept such offer with said 7-day period, Tenant shall have no further rights to acquire the Project pursuant to the terms and provisions of this Section. For purposes hereof, "THIRD PARTY PROPOSAL" shall mean a bona fide arms-length offer which Landlord desires to accept, from a third party to purchase the Project or material portion thereof. Notwithstanding the foregoing, this right of first offer to purchase Landlord’s interest will not apply to any partial or whole transfers or changes in the Project on the terms ownership amongst and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the partiescurrent members of Landlord (i.e. Lutheran Brotherhood and ▇▇▇▇ Properties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosureInc.) or any sale by a mortgagee of the Project following foreclosure (affiliates or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii)subsidiaries thereof. (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal Notwithstanding anything herein to the original contrary, if Tenant under this Lease, and shall not be transferable or exercisable by or for timely provides Landlord with the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value Sale Notice (as defined below) in that certain Agreement of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale dated of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by even date herewith between Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Seller ["Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”"]), all of which Property Documents shall be returned and Landlord determines, in its sole and absolute discretion, that Landlord would like to Landlord if sell the closing does not occur for any reason. (c) If Tenant rejects Landlord’s OfferBuilding, then Landlord shall offer to Tenant the right to purchase the Building on the same terms and conditions as set forth in this Addendum ("Purchase Offer"). Such Purchase Offer shall be free made by Landlord to sell its fee interest Tenant in a written notice (hereinafter called the ("Purchase Offer Notice") which offer shall designate that Landlord is selling the Building. Tenant may accept the offer set forth in the Project without regard Purchase Offer Notice by delivering to Landlord an unconditional acceptance (hereinafter called Tenant’s right 's Purchase Notice") of first such offer to purchase at any sales price and on any terms as within ninety (90) days after delivery by Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer Offer Notice to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price Tenant. Time shall be treated as a new Landlord’s of the essence with respect to the giving of Tenant's Purchase Notice. If Tenant does not accept (or fails to timely accept) the Purchase Offer subject made by Landlord pursuant to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant Addendum with respect to its fee interest the Building designated in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third partyPurchase Offer Notice, then the Purchase Offer and the Purchase Option set forth in this right of first offer Addendum shall lapse terminate and be null and void, and of no further force or effect. (d) . If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided abovetimely accept such RIGHT OF FIRST OFFER ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED JUNE 16, or if Tenant accepts Landlord’s Offer 1997, BETWEEN STUART ENTERTAINMENT, INC. and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.SCI DEVELOPMENT SERVICES INCORPORATED

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease resources and means (bas evidenced by audited financial statements delivered to Landlord) Tenant is not, at sufficient to purchase the time Landlord would otherwise deliver a Landlord’s Offer ROFO Purchase Premises (as defined below), subleasing more than % there is no Event of Default under this Lease at the time Tenant delivers its Acceptance Notice and Tenant (or Tenant’s Permitted Transferee) is then itself occupying the Premises, it being intended that all rights pursuant Landlord hereby grants to Tenant originally named in this provision are Lease (and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periodsPermitted Transferee) on the part of Tenant then exists under this Lease, Tenant shall have a one-time right of first offer to purchase Landlord’s interest in each of the Project on and each of ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ 960 or Building 970 (“ROFO to Purchase”) if and when the terms and conditions provided below. As used hereinLandlord elects to sell, for purposes hereofor otherwise transfer, the term “control” means the direct or indirect ownership of more than fifty percent (50%) all of the voting securities Project or any of an entity ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ or possession Building 970 930 (as to all or which space(s) are first available for sale, as applicable) (all or each of the foregoing, “ROFO Purchase Premises”). Notwithstanding the foregoing, such right of first offer shall be subordinate to vote more than fifty percent the desire of any Landlord Affiliate to purchase the ROFO Purchase Premises. Landlord shall notify Tenant in writing (50%the "Purchase Notice") when the ROFO Purchase Premises becomes available for sale to third parties, provided that no Landlord Affiliate wishes to purchase all or any portion of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides ROFO Purchase Premises. Pursuant to sell its fee interest in the Projectsuch Purchase Notice, Landlord shall submit offer to sell to Tenant a written offer (“Landlord’s Offer”) identifying the price at ROFO Purchase Premises. The Purchase Notice shall include the material terms on which Landlord desires to sell the ROFO Purchase Premises, including purchase price; deposit amount; due diligence period; closing time frame; closing costs and the other economic terms upon which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as sell such ROFO Purchase Premises to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement DateTenant. Within thirty fifteen (3015) days after receipt of Landlord’s OfferPurchase Notice, Tenant shall give Landlord have the right to deliver its irrevocable written notice of Tenant’s rejection to Landlord accepting, without qualification or unqualified and unconditional acceptance of Landlord’s Offer. As used hereinmodification, the terms set forth in the Purchase Notice for the sale of such ROFO Purchase Premises in its “Net Book Value shall mean he allocated value of the ROFR Property as of AS IS” condition (the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will Acceptance Notice”). The Acceptance Notice shall be effective as of August 1, 2014. (b) irrevocable when made by Tenant. If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit fails to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant deliver its Acceptance Notice to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation receipt of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (Purchase Notice, or if any). The parties shall then have a period of up Tenant declines to twenty (20) business days from Tenant’s receipt of the draft purchase such ROFO Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s OfferPremises, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within Purchase such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the ROFO Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer Premises shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project such ROFO Purchase Premises to any person or entity upon whatever third-party on the terms in the Landlord’s Purchase Notice; provided, however, that Landlord shall thereafter have the right to make non-material modifications to the non-economic terms (if any) of Landlord’s Purchase Notice, and to reduce the purchase price contained therein by no more than 7.5%. If Landlord proposes to sell such ROFO Purchase Premises to a third party in its sole discretion may find acceptable. (e) Tenantwhich the purchase price is more than 7.5% lower than stated in Landlord’s right of Purchase Notice, then Landlord must again first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in sell such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted ROFO Purchase Premises to Tenant under this Section 32; or (iii) a conveyance to any person or entity whichin accordance with the terms, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) provisions and procedures set forth above. If Tenant timely accepts delivers its Acceptance Notice to Landlord’s Offer, then Landlord and the Purchase and Sale Agreement is timely executedTenant shall, the closing of the sale of the Project shall be held at the time and place specified in the within fifteen (15) days thereafter, execute a mutually acceptable Purchase and Sale Agreement. At , upon the closing, a special warranty deed, together with such other instruments terms and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited conditions set forth in the escrow established by the partiesPurchase Notice. The instruments ROFO to Purchase set forth in this Section is personal to the originally named Tenant (and documents to any Permitted Transferee) herein and may only be deposited in escrow at the closing shall be legally sufficient to convey Landlordexercised by such Tenant or Permitted Transferee (and not by any other assignee, subtenant or any transferee of all or any portion of Tenant’s fee interest in the Project Lease or the Premises) if such Tenant or Permitted Transferee then itself occupies the entire then-existing Premises leased pursuant to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances this Lease (except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company extent a portion is vacant due to issue to a casualty or Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole costplanning or constructing alterations therein), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has is not assigned in material default of any provision of this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Leaseexercise, Tenant shall have a the right of first offer to purchase Landlord’s interest in the Project Property or any other property leased by Tenant from Landlord at Madrone Business Park, on the following terms and conditions. If at any time during the Term of this Lease Landlord elects to sell the Property or any other property leased by Tenant from Landlord at Madrone Business Park, Landlord shall notify Tenant which of the foregoing properties Landlord is offering for sale (the "Offered Property") and the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If upon which Landlord decides would be willing to sell its fee interest in the Project, Landlord Offered Property ("Landlord's Notice"). Tenant shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within have thirty (30) days after receipt of Landlord’s Offer's Notice to notify Landlord in writing of Tenant's election to purchase the Offered Property on the terms stated in Landlord's Notice. If Tenant notifies Landlord within such 30-day period of Tenant's desire to purchase the Offered Property on such terms, Landlord and Tenant shall enter into a purchase and sale agreement for the Offered Property on the terms and conditions stated in Landlord's Notice. If, however, Tenant shall give fails to notify Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein's election to purchase the Offered Property within such 30-day period or, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by if Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to Tenant, through no fault of Tenant (Landlord, fail to execute a purchase and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt the date of Tenant's notice to Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated deemed to use good faith efforts have waived its right to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, Offered Property and Landlord shall then have the right thereafter to offer the Offered Property for sale and at all times thereafter be free to sell the Project Offered Property to any person or entity upon whatever third party on substantially the terms Landlord stated in its sole discretion may find acceptable. (e) Landlord's Notice without further notice to Tenant’s . This right of first offer to purchase shall not apply with respect is personal to any of the following transactions: (i) a sale at foreclosure (Media Arts Group, Inc., its subsidiaries or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction successors and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition transferred or assigned to Tenant’s obligation to close the transactionany third party.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal Subject to the original Tenant under provisions of this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this LeaseArticle 32, Tenant shall have a right of first offer to acquire the Premises. If, at any time during the Term, Landlord desires to sell or lease the Premises through a transaction which is a Disposition, or the entity or entities (“Equity Holder”) holding all of the outstanding membership interests in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC (“Membership Interests”) desire to transfer the Membership Interests through a transaction which is a Disposition, Landlord shall give to Tenant notice (the "Disposition Notice") that Landlord desires to sell or lease the Premises or that the Equity Holder desires to sell the Membership Interests, as the case may be. Landlord shall give the Disposition Notice at any time prior to the date on which (i) Landlord transfers fee title to a third party in a transaction which is a Disposition, or (ii) Landlord enters into a lease agreement for the Premises with a third party in a transaction which is a Disposition, or (iii) Equity Holder assigns the Membership Interests to a third party in a transaction which is a Disposition. The Disposition Notice shall specify the material terms and conditions upon which Landlord would be willing to sell or lease the Premises or upon which Equity Holder would sell the Membership Interests, as the case may be. Tenant shall then have the right to either purchase Landlord’s interest in the Project Premises, lease the Premises, or purchase the Membership Interests (as the case may be), at the price and on the terms and conditions provided below. As used herein, for purposes hereof, set forth in the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the Disposition Notice; such right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If be exercised by Tenant by notice to Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase PriceElection Notice”); provided, however, that if a sale under this Section 32 actually closes ) given within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business calendar days from after Tenant’s receipt of the draft Purchase and Sale Agreement within which Disposition Notice. A failure to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received exercise such right by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 given within such twenty (20)-business 20) day periodperiod shall conclusively be deemed an election by Tenant not to purchase or lease the Premises or purchase the Membership Interests, as the case may be. The term “Waiver Date” as used herein means the earlier to occur of (i) the date on which Tenant notifies Landlord that it elects not to purchase or lease the Premises, or not to purchase the Membership Interests, upon the terms specified in the Disposition Notice, and (ii) Tenant fails to close the purchase twentieth (20th) day after Tenant’s receipt of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptableDisposition Notice. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlorda. As additional consideration for Tenant’s Offer (defined below), subleasing more than % improvement of the Premises, it being intended that all rights pursuant in the event Landlord shall elect to sell the Premises after the expiration or termination of this provision are and shall remain personal to the original Tenant under this LeaseLease Agreement, and for ten (10) years thereafter, Landlord shall not be transferable or exercisable by or for first give written notice (the benefit of any other party, and so long as no default (beyond applicable notice and cure periods“Landlord Sale Notice”) on the part of Tenant then exists under this Lease, to Tenant. Tenant shall have a right period of first offer thirty (30) days (the “Acceptance Period”) to elect, by written notice to Landlord (the “Tenant Purchase Notice”), that Tenant shall purchase Landlordthe Premises for the Premises’ then current market value as determined by an independent state licensed appraiser that is mutually agreed upon by both Landlord and Tenant less the amount of Tenant’s interest in the Project on the terms cost and conditions provided below. As used herein, expense for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) improvement of the voting securities of an entity Premises during the Initial Term or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project any renewal term (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within . Within five (5) years from days after delivery of the Commencement DateTenant Purchase Notice, thenTenant shall deposit into escrow with GEORGETOWN TITLE COMPANY, notwithstanding Georgetown, ▇▇▇▇▇▇▇▇▇▇ County, Texas (“Georgetown Title Company”) an ▇▇▇▇▇▇▇ money deposit (the foregoing or anything “▇▇▇▇▇▇▇ Money”), in the amount of Five Thousand Dollars ($5,000). Landlord shall make available to Tenant a complete package of due diligence materials for the Premises, to the contrary contained extent in this Section 32Landlord’s possession or control, the Purchase Price for the Project shall be equal and relating to the Net Book Value (as defined below) ownership, use, condition or operation of the Project as of the Commencement DatePremises. Within Tenant shall have thirty (30) days after receipt delivery of Landlordthe Tenant Purchase Notice (the “Inspection Period”) to inspect the Premises to Tenant’s Offersatisfaction. If Tenant is not satisfied with the Premises for any reason (or for no reason), Tenant may by written notice to Landlord prior to expiration of the Inspection Period, revoke Tenant’s Purchase Notice in which event the ▇▇▇▇▇▇▇ Money shall give be promptly reimbursed to Tenant, less $10.00 which shall be remitted to Landlord as consideration for Tenant’s right to revoke the Tenant Purchase Notice within the Inspection Period. If Tenant fails to provide to Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance revocation of Landlord’s Offer. As used hereinthe Tenant Purchase Notice within the Inspection Period, then Tenant shall be deemed to be satisfied with the Premises, the “Net Book Value ▇▇▇▇▇▇▇ Money shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined be considered to be non-refundable in all instances other than a Landlord default, and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit agree to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for close the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to Premises no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other later than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase expiration of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale AgreementInspection Period. At the closing, Tenant shall purchase the Premises by paying to Landlord in cash the entire Purchase Price. The ▇▇▇▇▇▇▇ Money shall be credited to the Purchase Price at the closing and consummation of Tenant’s purchase of the Premises. Simultaneously with ▇▇▇▇▇▇’s payment to Landlord of the entire Purchase Price in immediately available funds, Landlord shall sell, transfer, assign and convey the Premises to Tenant pursuant to a special warranty deed, together with such other instruments subject to the Lease Agreement and documents as may be reasonably necessary those permitted exceptions approved by Tenant during the Inspection Period. b. If ▇▇▇▇▇▇ does not, prior to effectuate the sale expiration of the Project Acceptance Period, give Landlord the Tenant Purchase Notice, then Landlord may freely sell the Premises to Tenantany third party, subject however to the Lease Agreement. c. The provisions of this Section 10 shall be deposited survive the expiration or termination of the Lease Agreement. Tenant may record a Memorandum of this Right of First Offer in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear Official Public Records of all loans▇▇▇▇▇▇▇▇▇▇ County, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactionTexas.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is notIn the event that, during the Term, Landlord desires to sell the Land, the Building and, at Landlord's option, Landlord's ground lessor's interest in ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (such parcel which Landlord desires to sell being the time "Offer Parcel"), to a party who is not a Landlord Party, Landlord shall first offer to sell the Offer Parcel to Tenant by delivering a written notice to Tenant (the "Offer Notice") setting forth in good faith all material business terms of an offer that Landlord would otherwise deliver a be willing to accept, including the gross purchase price which, subject to adjustments and prorations, will be payable in cash to Landlord’s Offer . Tenant shall have twenty (defined below), subleasing more than % 20) days after the delivery of the PremisesOffer Notice, time being of the essence, in which to deliver to Landlord written notice of its acceptance of all of the terms designated in the Offer Notice (the "Notice of Acceptance"); provided, it being intended that all rights pursuant to this provision are and shall remain personal be a condition precedent to the original Tenant under this Leaseeffectiveness of any Notice of Acceptance that it be accompanied by a deposit of ▇▇▇▇▇▇▇ money in the amount set forth in the Offer Notice, and but such ▇▇▇▇▇▇▇ money shall not be transferable or exercisable by or for the benefit in excess of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty five percent (505%) of the voting securities of an entity or possession of the right gross purchase price. Such ▇▇▇▇▇▇▇ money shall be payable to vote more than fifty percent (50%) of the voting interest and held in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“escrow by Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as 's counsel pursuant to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014terms hereof. (b) If Tenant delivers the Notice of Acceptance in a timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offermanner, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held Offer Parcel by Landlord to Tenant will occur on the 30/th/ day after the delivery to Landlord of the Notice of Acceptance, or by mutual agreement on an earlier date. Such closing will occur at the time and place specified offices of Landlord's attorneys in the Purchase and Sale AgreementBoston, Massachusetts. At the such closing, a special warranty (i) Landlord will convey the Offer Parcel to Tenant or Tenant's designee by quit claim deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, monetary liens and encumbrances except real property taxes not yet duebut subject to the Permitted Exceptions; (ii) Tenant will pay the purchase price to Landlord by wire transfer or in other immediately available funds, which real property taxes shall be prorated subject to a credit for Tenant's ▇▇▇▇▇▇▇ money deposit and the adjustments and prorations described below; (iii) No proration of Taxes or Operating Expenses will occur since Tenant is responsible hereunder to pay Taxes and Operating Expenses as part of the date Rent; (iv) Landlord will deliver a copy of the closing. The Purchase Price and most current as-built survey in its possession; Tenant will pay for a Title Commitment for an ALTA extended coverage (i.e., with all other sums due at standard printed exceptions deleted) title insurance ----- policy for Tenant in the time amount of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title the purchase price, subject to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) Permitted Exceptions and for all title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned If during the initial term of this Lease and (b) Tenant is notlease, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % desires to sell all or any portion of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the original Tenant under this LeasePremises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and shall not be transferable its affiliates’ business interests, unless all or exercisable by or for the benefit substantially all of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer said interests relate primarily to purchase Landlord’s interest in the Project Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Datetherein. Within thirty (30) days after receipt of Landlord’s Offerthe Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall give elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord written notice of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s rejection right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or unqualified its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and unconditional acceptance of Landlord’s Offer. As used hereinLandlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Net Book Value shall mean he allocated value Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between Option Period. To provide further assurances for the parties, which at any time prior to the parties anticipate will execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response, and if Tenant fails to respond to such request within said ten (10) Business Day period, such contemplated sale of ownership interests shall not be effective deemed to constitute a sale of the Offered Property as contemplated by the first sentence of August 1, 2014this Section 44.01(a)). (b) If Tenant timely accepts Landlord’s Among other matters, the Offer as provided above, Landlord shall, within ten Contract shall incorporate the following (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for “Terms”): (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; a closing date that is thirty (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (4530) days following the date of the Offer Contract; (ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant; (iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and (iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s receipt of Tenant’s notice of acceptance interest in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (Premises if any). The parties shall then have such term was set forth as a period of up to twenty (20) business days from Tenant’s receipt requirement of the draft Purchase buyer to assume in the Offering Notice, and Sale Agreement within which to negotiate in good faith and execute any liens created or arising from the final form acts of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received Tenant or its agents, or anyone claiming by Landlord prior to the end of or through such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”parties), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (ca) If Tenant rejects Landlord’s Offershall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by the prospective buyer shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower no less than ninety-five percent (95%) of the Purchase PriceOffer Price taking into account all material relevant economic matters, Landlord shall first offer including, without limitation, the payment of the purchase price in its entirety in cash (subject to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to acceptany assumption of any financing by buyer, if any, in which event Landlord’s written offer to Tenant to sell at accordance with the reduced price shall be treated as parenthetical set forth in Section 44.01(b)(iv)) and a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and closing date of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within more than thirty (30) days following the execution and delivery of the subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within six (6) months after receipt the date of LandlordTenant’s Offer as provided aboverefusal or deemed refusal to purchase, or and if a sale of the Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant accepts Landlord’s Offer shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and either thereafter within such six (i6) despite their good faith efforts month period Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts desires to consummate a transaction in which the purchase and sale agreement consistent with price is not substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of such transaction, deliver to Tenant a notice specifying the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effecttransaction, and such notice shall constitute an Offering Notice pursuant to which Landlord shall then and at all times thereafter be free to sell re-offers the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted Offered Property to Tenant under this pursuant to Section 32; or (iii44.01(a) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Lower Price and otherwise on all other sums due at the time of closing shall be paid by delivery of funds same terms set forth in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactionsaid notice.

Right of First Offer to Purchase. Provided The first time during the Lease Term Landlord intends to transfer its Ownership Interest In The Building (as defined below) to a third party that is not a transaction otherwise exempt from this Article XVIII as described below, Landlord shall give notice of such intention to Tenant (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a “Landlord’s Offer (defined belowNotice”), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, . Tenant shall have a right period of first offer to purchase thirty (30) days following Tenant’s receipt of Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project Offer Notice (the “Purchase PriceNegotiation Period”)) to negotiate in good faith with Landlord for the purchase of the Ownership Interest In The Building; provided, however, that if a sale in no event shall Landlord be required to accept any terms and conditions proposed by Tenant (Tenant’s rights under this Section 32 actually closes within five (5) years from Article XVIII being collectively referred to herein as Tenant’s “First Offer Right”). In the Commencement Date, then, notwithstanding the foregoing or anything event Tenant indicates a desire to purchase Landlord’s Ownership Interest In The Building prior to the contrary contained expiration of the Negotiation Period, Landlord and Tenant shall negotiate in this Section 32good faith to reach agreement on a mutually acceptable purchase price and purchase and sale agreement by the end of the Negotiation Period, it being understood, however, that neither party shall have any obligation whatsoever to accept the terms and conditions proposed by the other during such negotiations or to enter into a purchase and sale agreement for the Ownership Interest In The Building on terms not acceptable to such party in its sole and absolute discretion. If the parties agree on terms and conditions within the Negotiation Period, Landlord and Tenant shall deliver to each other an executed copy of the purchase agreement agreed to by the parties during the Negotiation Period (the “Purchase Agreement”). The parties agree that the Purchase Price Agreement shall provide for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within a closing date that is not more than thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation periodthe Negotiation Period. A “transfer” for the purposes of this Section 18.1 includes a sale, (x) ground lease or any other conveyance or transfer by the Persons having an Ownership Interest In The Building. Landlord shall provide not, in bad faith, structure any transfer in a manner intended to Tenantevade the application of this Section 18.1 (e.g. by accomplishing the transfer of an Ownership Interest In The Building in a series of related transfers). In the event Tenant the parties execute a Purchase Agreement, the Ownership Interest In The Building shall be sold to Tenant in its then existing “AS IS, WHERE IS” condition, without representation or warranty by Landlord other than as to authority, OFAC, no notices of any kindviolation of Requirements, copies of any and all environmental and physical plant reports and studies for no litigation relating to the Project then in LandlordPremises or Seller’s possession and not previously delivered ability to Tenant and (y) Landlord shall provide Tenant with reasonable access complete such sale. If the parties are unable to Landlord’s lease files for agree upon a Purchase Agreement during the Project to enable Tenant to review any correspondence with any governmental agencies regarding the ProjectNegotiation Period, which or if Tenant shall be permitted fail to deliver a copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase PriceAgreement signed by Tenant by the end of the Negotiation Period, Landlord or if Tenant shall first offer to sell expressly waive in writing its fee interest in the Project to Tenant at the reduced price Landlord is willing to acceptFirst Offer Right hereunder, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, Article XVIII shall terminate and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and thereafter be null and void, and of no further force or effect. (d) . If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days determines after receipt of Landlord’s First Offer as provided aboveNotice that it does not desire to purchase the Ownership Interest in the Building, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of promptly notify Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and . If Landlord shall then and at all times thereafter be free to sell record an affidavit in the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right Suffolk County Registry of first offer to purchase shall not apply with respect to any of the following transactionsDeeds stating that: (i) a sale at foreclosure (or a deed Landlord has sent Landlord’s Offer Notice to Tenant in lieu accordance with the requirements of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); this Article XVIII, and (ii) either that parties were unable to agree upon a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stockPurchase Agreement during the Negotiation Period, or other form Tenant failed to deliver a copy of beneficial equity interest the Purchase Agreement signed by Tenant by the end of the Negotiation Period, or Tenant waived in writing its First Offer Right hereunder, then such entity affidavit shall be conclusive as part to (A) compliance of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction Landlord with the requirements of this Article XVIII; and not as a means (B) termination of circumventing the Tenant’s rights granted to Tenant under this Section 32; or (iii) a conveyance ARTICLE XVIII, and any other party shall be entitled to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that rely on the right of first offer to purchase shall survive any transaction of the kind described same. As used in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executedXVIII, the closing of following terms shall have the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.following meanings:

Right of First Offer to Purchase. Provided that (a) no Tenant has not assigned this Lease and (b) Tenant Default is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default then occurring (beyond any applicable notice and cure periods) on the part of Tenant then exists under this Leaseperiod), Tenant shall have a an on-going right of first offer to purchase Landlord’s ("Right of First Offer to Purchase") all or any of the five Buildings currently comprising the Premises (collectively, the "Offer Property"). In the event Landlord and/or a successor Excluded Entity elects to sell their interest in all or any portion of the Project on Offer Property to a third party (excluding (i) Landlord or Landlord Affiliates, (ii) "Entities Controlled by Members of the ▇▇▇▇ Family" (defined as any entity or entities which are each over 51% owned or controlled by ▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ ▇▇▇ ▇▇▇▇ or a trust for the benefit of Kara ▇▇▇ ▇▇▇▇ or by any combination of ▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ ▇▇▇ ▇▇▇▇ or a trust for the benefit of Kara ▇▇▇ ▇▇▇▇) , and (iii) any entity that acquires substantially all of the assets of Mission West Properties, Inc. through a merger or acquisition (collectively, the "Excluded Entities")), Landlord shall notify Tenant in writing of its intent to sell all or any portion of the Offer Property and the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If upon which Landlord decides would be willing to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Offer Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of . "Landlord Affiliates" means any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault subsidiary of Landlord, then (in any of those events)entity with which Landlord merges, the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, that is controlled by, controls or is under common control with Landlord, provided that the right . Tenant shall have thirty (30) days from such written notification to notify Landlord of first offer its intent to negotiate to purchase the Offer Property (the "Purchase Notice"). Landlord and Tenant shall survive any transaction then negotiate a purchase and sale agreement in good faith in the sixty (60) days following delivery of the kind described in this clause Purchase Notice (iiithe "Negotiation Period"). (f) . During the Negotiation Period, Landlord shall not negotiate to sell the Offer Property to any third party. If Landlord and Tenant timely accepts Landlord’s Offer, enter into a purchase and sale agreement for the Purchase and Sale Agreement is timely executedOffer Property during the Negotiation Period, the closing of purchase and sale agreement shall provide that, among other things, Landlord shall convey good and marketable title to the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closingOffer Property, a special warranty by grant deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes the Permitted Encumbrances (Exhibit D). Title shall be prorated as insurable by First American Title Insurance Company or other mutually agreed nationally known title company at standard rates for an ALTA standard coverage Owner's policy at Landlord's expense; provided, Tenant may, at its expense for the additional premium, obtain ALTA extended coverage title insurance, and shall be responsible for any survey required, although Landlord will provide Tenant will the most recent survey of the date Offer Property in its possession The purchase and sale agreement shall otherwise contain commercially reasonable terms and conditions in accordance with local industry standards. If Landlord and Tenant do not enter into a purchase and sale agreement for the Offer Property during the Negotiation Period, Landlord shall thereafter have the right to sell the Offer Property to a third party on terms equal to or no less favorable than originally offered to Tenant. In the event Landlord is unsuccessful in consummating a sale of the closingOffer Property to a third party within a period of one hundred eighty (180) days after the expiration of Tenant's exclusive Negotiation Period, Tenant's Right of First Offer to Purchase shall be reinstated and Landlord shall thereafter comply with the terms and conditions set forth in this Article 3.7. The Purchase Price and all other sums due at the time Transaction closing costs in connection with any such sale of closing Offer Property to Tenant shall be paid by delivery per standard practices in Santa ▇▇▇▇▇ County, CA. Notwithstanding any other provision of funds this Lease that may limit or restrict transfer of Tenant's rights under this Lease, it is agreed that Tenant shall have the right to transfer the Right of First Offer to Purchase and/or this Lease to another entity that exercises the Right of First Offer to Purchase in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title connection with structuring and implementing a transaction or series of transactions that finance the acquisition of the Offer Property, subject to the Project in accordance herewith shall be fully satisfied conditions that (i) Tenant or an assignee or subtenant permitted under Article 18 remains as the occupant of the Premises upon the willingness conclusion of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA purchase, and (or, at Tenant’s option, ALTA, provided Tenant bears ii) that the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing transaction or transactions occur in such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring a manner that Tenant is vested as the fee owner remains liable for payment of the Project subject only to the exceptions allowed by this paragraphpurchase price. Notwithstanding any other provision of the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.Article 3.7

Right of First Offer to Purchase. 51.01 Provided that (a) Tenant has is not assigned in default of this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that beyond all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of , , Landlord hereby grants to Tenant then exists under this Lease, Tenant shall have a an ongoing right of first offer during the Term (“Right of First Offer”) to purchase Landlord’s interest in the Project on Property from Landlord pursuant to the terms of this Article 51. The Right of First Offer is further subject to the following terms and conditions: Landlord shall give Tenant written notice of (x) its intention to market and/or sell the Property for purchase for a stated purchase price and the other material economic terms and conditions, or (y) subject to Section 5 1.01 (b) below, an offer has been received from a third party to purchase the Property for a stated purchase price and the other material economic terms and conditions provided belowwhich offer Landlord is willing to accept (either, “Landlord’s Notice”). As used herein, for purposes hereofTenant shall then deliver to Landlord written notice of its election (“Tenant’s Purchase Election”) to purchase the Property described in Landlord’s notice on or before ten (10) Building Days (excluding Saturdays) after its receipt of Landlord’s Notice (the “Exercise Period”). Upon Landlord’s receipt of Tenant’s Election, the term parties shall negotiate in good faith for a period of twenty (20) calendar days in order to finalize and execute a commercially reasonable purchase and sale agreement setting forth such terms as are consistent with those set forth in Landlord’s Notice or are otherwise commercially standard (the “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairsContract”). (a) If Tenant does not give written notice of its intent to exercise the Right Of First Offer within the Exercise Period, or having given notice of its intent to exercise, fails to enter into a Contract consistent with the terms and conditions of the Landlord’s Notice within twenty (20) calendar days, Tenant shall be deemed to have waived the Right Of First Offer to purchase the Property under the terms of Landlord’s Notice and Landlord decides shall thereafter within one hundred and eighty (180) days after delivery of Landlord’s Notice have the right to enter into a purchase and sale agreement with a third party for the Property on terms and conditions of the Landlord’s Notice or any other terms and conditions more favorable to Landlord. If Landlord does not enter into a contract to sell the Property within such one hundred and eighty (180) day period (and subsequently convey the Property pursuant to such contract to sell within one hundred and twenty (120) days thereafter) or Landlord wishes to sell the Property on terms materially less favorable to Landlord, then Landlord may only do so after providing Tenant with a subsequent right to exercise its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Right of First Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if Tenant shall have a sale under this Section 32 actually closes within reduced five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days day Exercise Period after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Notice to exercise its Right Of First Offer. As used herein, If Tenant acknowledges and agrees that this Right of First Offer is personal to Celularity Inc. (or any successor or assign thereof pursuant to a permitted Business Transfer). Any assignment of this Lease (other than pursuant a permitted Business Transfer) shall also terminate the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014Right Of First Offer. (b) If Tenant timely accepts Landlord’s Offer as provided aboveIn For the purposes of this Section 53.01, Landlord shalla “materially less favorable offer” shall mean, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to price only, a decrease of five (5%) percent or more of the offered purchase price for the Property in the Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reasonNotice. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant there is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % no continuing Event of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this LeaseDefault, Tenant shall have a one-time right of first offer to purchase Landlord’s interest in the Project on Premises (the “Purchase Right of First Offer”) upon the following terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs.conditions: (a) If during the Term, (i) Landlord decides intends or desires to sell the Premises to an unrelated third party, (ii) Landlord’s sole member intends or desires to sell 100% of the interests held by such sole member in Landlord to a single unrelated third party buyer of such direct interests, or (iii) Landlord receives an unsolicited purchase proposal from a third party (whether or not executed, and whether or not further negotiated after the initial receipt) which such proposal concerns only the Premises and no other real estate and contains terms upon which Landlord or its fee interest in affiliate is willing to sell the ProjectPremises (each of the foregoing, a “Sale Transaction”), then subject to the limitations contained herein, Landlord shall submit deliver a written notice to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for notifying Tenant of such intended or desired sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase PriceAvailability Notice”); provided, however, that if which Purchase Availability Notice shall contain Landlord’s proposed purchase price for the Sale Transaction. For a sale under this Section 32 actually closes within period of five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord commencing upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase Availability Notice (such period, the “Purchase Availability Response Period”), Tenant may evaluate the Purchase Availability Notice (including Landlord’s proposed purchase price for the Sale Transaction contained therein) and elect either: (x) to submit to Landlord a formal offer for the consummation of a Sale Agreement within Transaction (the “Purchase Offer Notice”), which Purchase Offer Notice shall confirm Tenant’s acceptance of Landlord’s proposed purchase price, or (y) to decline to submit a formal offer for the consummation of a Sale Transaction. Landlord shall not sell or offer to sell the Premises, negotiate to sell the Premises or solicit offers to purchase the Premises to, with or from (as applicable) any party other than Tenant during the Purchase Availability Response Period. If Tenant fails to deliver the Purchase Offer Notice in good faith and execute accordance with clause (x) above prior to the final form expiration of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation periodAvailability Response Period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted deemed to copy have declined to submit a formal offer for the consummation of a Sale Transaction. In the event that Tenant declines ((xor is deemed to have declined) and (y) collectively, to submit a formal offer for the “Property Documents”), all consummation of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offera Sale Transaction, then Landlord shall be free to sell its fee interest the Premises to any other party(ies) without any further obligation to Tenant. (b) If Tenant delivers the Purchase Offer Notice to Landlord in accordance with clause (x) of subsection 31(a) above, then Landlord and Tenant shall, in good faith and each using commercially reasonable efforts, negotiate a purchase and sale agreement mutually acceptable to Landlord and Tenant which shall incorporate the purchase price for the Sale Transaction set forth in the Project without regard Purchase Availability Notice and such other principal business terms of such Sale Transaction as shall be mutually acceptable to Landlord and Tenant’s right of first offer . If despite such commercially reasonable, good-faith efforts, Landlord and Tenant fail to execute a purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if sale agreement within twenty (20) days after Landlord has not entered into a binding agreement to sell its fee interest in received the Project within one (1) year after Landlord’s receipt of Tenant’s rejection noticePurchase Offer Notice, then Tenant shall once again be deemed to have Tenant’s right of first offer declined to purchase as provided in this Section 32; and provided furtherconsummate the Sale Transaction and, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Pricethereafter, Landlord shall first offer be free to sell its fee interest in the Project Premises to any other party(ies) without any further obligation to Tenant. (c) Tenant at hereby expressly acknowledges and agrees that (i) the reduced price Landlord is willing to accept, in which event Purchase Availability Notice and Landlord’s written offer to Tenant to sell at proposed purchase price for the reduced price Sale Transaction contained therein shall be treated as a new Landlordkept strictly confidential by Tenant and (ii) Tenant’s Offer subject indemnification of Landlord pursuant to all of the provisions Section 8 of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold Lease also applies to such third party, then this right agreement and covenant of first offer shall lapse and be null and void, and of no further force or effectTenant. (d) If Tenant does not give Landlord written notice The parties hereby acknowledge and agree that the Purchase Right of TenantFirst Offer provided for herein shall only be applicable during Exeter 1710 Automation, LLC’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase ownership of the Project after entering into a Purchase and Sale Agreement through no fault of LandlordPremises. If Exeter 1710 Automation, LLC sells or otherwise transfers its ownership interest in the Premises, then (in any the Purchase Right of those events), the provisions of this Section 32 First Offer shall be null and void and of no further force or effect. Further, and Landlord the Purchase Right of First Offer shall then and at all times thereafter not be free applicable in connection with any voluntary sale, transfer or conveyance by deed in lieu of foreclosure or involuntary sale, conveyance or other involuntary transfer to sell the Project Landlord’s Mortgagee, whether pursuant to any person sheriff’s sale, trustee’s sale, or entity upon whatever terms Landlord in its sole discretion may find acceptableother judicial or non-judicial foreclosure proceedings authorized by Law. (e) Tenant’s right Notwithstanding anything to the contrary set forth herein, the Purchase Right of first offer to purchase First Offer shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance be applicable to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as Sale Transaction that is part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii)Portfolio Sale. (f) If Tenant timely accepts Landlord’s OfferNotwithstanding anything to the contrary set forth herein, and the Purchase and Sale Agreement Right of First Offer is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project personal to Tenant free and clear of all loans, mortgages, deeds of trust, liens any Affiliate and encumbrances except real property taxes is not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactionotherwise assignable.

Right of First Offer to Purchase. Provided that During the Term of the Lease (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined belowincluding any extensions or renewals thereof), subleasing more than % of Tenant will have an ongoing right to purchase the Premises, it being intended that all rights pursuant to Premises as set forth below (“ROFO”). The option set forth in this provision are and shall remain Section 34 is personal to the original Tenant under this LeaseIonis Pharmaceuticals, Inc. and shall may not be transferable or exercisable exercised by or for the benefit of any other party, and so long as no default assignee or sublessee except in the event of a Permitted Transfer. If either (beyond applicable notice and cure periodsx) on Landlord determines to sell the part of Tenant then exists under this Lease, Tenant shall have a right of first Premises to an unaffiliated buyer or (y) Landlord receives an unsolicited offer to purchase Landlord’s interest in sell the Project on the terms Premises to an unaffiliated potential buyer and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct Landlord wishes to either accept such offer or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right make a counter-offer to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Projectsuch potential buyer, Landlord shall submit to notify Tenant a written offer of same, setting forth the essential terms of the sale (i.e., price, payment terms, “AS IS” or other condition of property, due diligence conditions, title and other contingencies, allocation of prorations and closing costs, and closing date) (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase PriceROFO Notice”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided aboveROFO Notice, or if Tenant accepts may deliver to Landlord a notice of T▇▇▇▇▇’s election to purchase the Premises, on the terms set forth in Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood ROFO Notice, except that Landlord and Tenant shall each be obligated to not have any due diligence contingency in recognition of Tenant’s use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase occupancy of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraphPremises. Notwithstanding the foregoing, issuance in no event shall any of the following permit Tenant to exercise its rights pursuant to this Section 34: (i) the sale of the Premises as part of a transaction involving more than one project owned by Landlord or its Affiliates and provided the sale includes one or more buildings comparable in size to the Premises, (ii) a merger or acquisition of Landlord into or by another entity, or (iii) the sale or transfer of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactiondirect or indirect interest in Landlord.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, not in Default at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Leaseexercise, Tenant shall have a the one-time right of first offer to purchase Landlord’s interest the Property on the following terms and conditions: (a) If, at any time during the Term of this Lease, Landlord elects to sell the Property in the Project on its entirety to any unaffiliated third-party purchaser, Landlord shall provide written notice to Tenant of the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides upon which ▇▇▇▇▇▇▇▇ would be willing to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer Property (the “Landlord’s OfferNotice”). Landlord’s Notice shall set forth the material economic terms and conditions (including, without limitation, a statement regarding whether the Property will be sold free and clear of all deeds of trust, mortgages, or other similar instruments affecting the Property) identifying the price at under which Landlord is willing to offer sell the Project for sale based upon Landlord’s reasonable good faith belief as Property to the fair market value of the Project Tenant (the “Purchase PriceMaterial Terms”); provided, however, that if a sale under this Section 32 actually closes within five but shall not constitute an agreement between the parties or an offer to sell such Property. (5b) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project Tenant shall be equal to the Net Book Value have then (as defined below) of the Project as of the Commencement Date. Within thirty (3010) days after receipt of Landlord’s Offer, Notice (the “Tenant shall give Response Period”) to notify Landlord written notice in writing whether or not Tenant desires to purchase the Property on the terms stated in Landlord’s Notice (the “Tenant’s Notice”). If Tenant notifies Landlord of Tenant’s rejection or unqualified desire to purchase the Property within the Tenant Response Period, Landlord and unconditional acceptance of Tenant shall promptly enter into a purchase and sale agreement for the Property on the Material Terms stated in Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014Notice. (bc) If If: (i) Tenant timely accepts either: (A) elects not to purchase the Property on the terms and conditions stated in Landlord’s Offer as provided aboveNotice; or (B) fails to deliver Tenant’s Notice to Landlord within the Tenant Response Period (time being of the essence); or (ii) if Tenant delivers a Tenant’s Notice, but Landlord shalland Tenant, through no fault of Landlord, fail to agree on and execute a purchase and sale agreement within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; Notice (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt time being of the draft Purchase essence), then Tenant shall be deemed to have permanently and Sale Agreement within which irrevocably waived its right of first offer to negotiate in good faith purchase the Property, and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide have the right thereafter, without any further notice to Tenant, without representation or warranty to offer the Property for sale, and to sell the Property, to any party for a purchase price not less than eighty percent (80%) of any kind, copies of any and all environmental and physical plant reports and studies for the Project then purchase price stated in the Landlord’s possession Notice free and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for clear of the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer set forth in this Section 24, provided that any such transfer shall be subject to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s this Lease. This right of first offer is personal to purchase as provided in this Section 32; ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC only and provided further, however, that before entering into shall not be transferred or assigned to and cannot be exercised by any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such other third party, then this right . In the event of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either clause (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlordherein, then (in any of those events), notwithstanding anything to the provisions of this Section 32 shall be null and void and of no further force or effectcontrary contained herein, and Landlord for the avoidance of doubt, Tenant hereby acknowledges and agrees that this Lease shall then remain in full force and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) effect and Tenant’s right of first offer to purchase rights and obligations under this Lease shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or remain unchanged and upon any sale by Landlord to a mortgagee third party, Tenant shall recognize the purchaser of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity property as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant landlord under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of Lease for all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project purposes in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactionSection 24.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this 7.1 If, during the Lease and (b) Tenant is notTerm, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant intends to this provision are and shall remain personal formally offer for sale to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase unaffiliated third parties Landlord’s interest in the Project title to the Building and the legal parcel of land upon which the Building is situated, as a stand-alone sale transaction only and not a part of a portfolio offering or otherwise bundled with or conditioned on the sale of other assets (the "Offer Property", such offering being a “Public Offering”), Landlord shall first give written notice to Tenant of the purchase price and other material terms upon which Landlord in its sole discretion is willing to sell the Offer Property to Tenant ("Landlord's Offer Notice"). The right to receive the Landlord’s Offer Notice and exercise other rights set forth in this Section 7 shall be personal to Tenant and not transferable to or exercisable by any subtenant or assignee of Tenant, and shall not apply at all in connection with unsolicited offers to purchase the Offer Property received by Landlord absent a Public Offering, which Landlord may, in its sole discretion, consider, negotiate and accept without notice to Tenant. 7.2 Should Tenant be entitled to receive the Landlord’s Offer Notice, Tenant shall have the one time right of first offer ("Right of First Offer") to buy the Offer Property upon the economic terms and conditions contained in Landlord's Offer Notice and subject to the other terms and conditions set forth in this Section 7, provided below. As used hereinthat within ten (10) Business Days after receipt of Landlord's Offer Notice, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant delivers a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project notice (the “"Purchase Price”); provided, however, that if a Commitment") to Landlord of Tenant's desire to pursue the proposed sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or transaction described in Landlord's Offer Notice. Notwithstanding anything to the contrary contained in this Section 32herein, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of at Landlord’s Offeroption, Tenant shall give have no such Right of First Offer and Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and need not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for 's Offer Notice (if the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”same has not yet been delivered), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to and Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in other rights under this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer 7 shall lapse and be null and void, and of no further force or and effect., if: (d) If 7.2.1 Tenant does not give is in default under the Lease beyond any applicable notice and cure periods at the time that Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of would otherwise be required to deliver Landlord’s 's Offer as provided aboveNotice, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for at any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated time thereafter prior to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project Offer Property to Tenant or Tenant’s designee; or 7.2.2 twenty percent (20%) or more of the Premises is sublet at or prior to the time Tenant delivers the Purchase Commitment; or 7.2.3 the lease has been assigned by Tenant at or prior to the time Tenant delivers the Purchase Commitment; or 7.2.4 Tenant is not occupying at least 80% of the Premises at or prior to the time Tenant delivers the Purchase Commitment. 7.3 If Tenant timely delivers the Purchase Commitment, the parties shall have a period of fifteen (15) Business Days following Landlord’s delivery of the proposed purchase and sale agreement containing all of the terms and conditions upon which Landlord shall sell to Tenant and Tenant shall buy from Landlord the Offer Property (the economic terms and conditions of which shall be held at consistent with the time Landlord's Offer Notice) to negotiate, execute and place specified in deliver such a formal, binding purchase and sale agreement (the Purchase “PSA”). If the parties fail to execute and Sale Agreement. At deliver the closingPSA within said fifteen (15) Business Day period, a special warranty deedall rights of Tenant to purchase the Offer Property shall terminate, together with such other instruments Tenant shall be deemed not to have exercised its Right of First Offer, and documents as may be reasonably necessary Landlord shall have no further obligation to effectuate the notify Tenant of any proposed offer or sale of the Project Offer Property and Landlord shall thereafter have the unconditional right to offer, negotiate and sell the Offer Property to any party free of Tenant’s Right of First Offer. If Tenant does not exercise or is deemed not to have exercised its Right of First Offer, or otherwise loses its rights under this Section 7, or if Tenant defaults under the PSA, Landlord shall be deposited free of any obligations pursuant to this Section 7 and may sell the Offer Property, to any purchaser, on whatever terms and conditions Landlord, in the escrow established its sole discretion, deems acceptable. 7.5 Tenant’s rights under this Right of First Offer may not be assigned, sold, encumbered, or otherwise transferred by the parties. The instruments Tenant without Landlord’s express prior written consent, which may be withheld or conditioned by Landlord in Landlord’s sole discretion; and documents to be deposited in escrow at the closing any such assignment, sale, encumbrance, or transfer by Tenant without Landlord’s consent shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free void and clear of all loans, mortgages, deeds of trust, liens no force and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactioneffect.

Right of First Offer to Purchase. Provided that Tenant shall have a one-time right of first offer (the "Right of First Offer to Purchase"), during the Lease Term, including the Extension Term, to purchase the Building (the "Purchase Space") pursuant to the following terms and conditions: (a) Tenant has not assigned this Lease and (b) Provided that Tenant is notnot then in default of the terms of the Lease, as amended, at the time of Tenant's exercise of the Right of First Offer to Purchase under this Section 8, if, at any time during the Lease Term, Landlord would otherwise deliver elects to sell the Purchase Space (i) to a Landlord’s Offer (party other than a “Landlord Affiliate” or a “Foreclosure Owner” as those terms are defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periodsii) on the a single asset basis and not as part of a "Group Sale," as that term is defined below, Landlord shall provide written notice to Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If upon which Landlord decides would be willing to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer Purchase Space (the “Landlord’s OfferNotice”). Landlord's Notice shall set forth the material economic terms and conditions (including, without limitation, a statement regarding whether the Purchase Space will be sold free and clear of all deeds of trust, mortgages, or other similar instruments affecting the Purchase Space) identifying the price at under which Landlord is willing to offer sell the Project for sale based upon Landlord’s reasonable good faith belief as Purchase Space to the fair market value of the Project Tenant (the “Purchase PriceMaterial Terms”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project but shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement not constitute an agreement between the parties, which the parties anticipate will be effective as of August 1, 2014or an offer to sell such Purchase Space. Landlord agrees to bargain in good faith on any terms not stated in Landlord's Notice. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within shall have ten (10) business days Business Days after Landlord’s receipt of notice Landlord's Notice (the “Tenant Response Period”) to notify Landlord in writing whether or not Tenant desires to purchase the Purchase Space on the terms stated in Landlord's Notice (the “Tenant's Notice”). If Tenant delivers the Tenant's Notice within the Tenant Response Period, Landlord and Tenant shall promptly enter into a purchase and sale agreement for the Purchase Space on the Material Terms stated in Landlord's Notice (the "Purchase Agreement"). Tenant's Right of First Offer to Purchase is personal to Original Tenant and any Affiliate, and shall terminate upon Tenant's failure to timely exercise its Right of First Offer to Purchase within the Tenant Response Period. Accordingly, if Original Tenant shall assign the Lease prior ./-/11-17-20// -6- ▇▇▇▇▇▇▇▇▇ / 500209.0017 to its exercise of Tenant’s acceptance's Right of First Offer to Purchase (other than to an Affiliate), submit Tenant's Right of First Offer to Purchase shall thereupon be deemed terminated and Tenant a Purchase shall have no rights pursuant to this Section 8, and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver purported exercise of Tenant’s due diligence contingency, all 's Right of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable First Offer to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following after the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant assignment shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, deemed void and of no further force or effect. (dc) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either In the event that (i) despite their good faith efforts Tenant either (A) elects not to purchase the Purchase Space on the Material Terms stated in Landlord's Notice or (B) fails to deliver Tenant's Notice to Landlord and prior to the expiration of the Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) Response Period, or (ii) Tenant fails delivers a Tenant's Notice to close Landlord within the purchase of Tenant Response Period but Landlord and Tenant fail to execute the Project Purchase Agreement within fifteen (15) Business Days after entering into a Purchase and Sale Agreement through no fault the date of Landlord's receipt of Tenant's Notice, then (in i) Tenant shall be deemed to have waived its Right of First Offer to Purchase the Purchase Space, (ii) Tenant's Right of First Offer to Purchase shall be deemed null and void, and (iii) Landlord shall have the right to sell the Purchase Space to any third party without having any obligation to deliver a Landlord's Notice to Tenant. (d) In no event shall Landlord be required to provide Tenant with any of those eventsthe following items: (1) appraisal and valuation reports and information, (2) any documents, materials or information which are subject to attorney/client, work product or similar privilege or which constitute attorney communications with respect to the Purchase Space, (3) any confidential or proprietary information and communications, (4) any documents pertaining to the marketing of the Purchase Space for sale to prospective purchasers, (5) any internal memoranda, reports or assessments of Landlord or Landlord's affiliates to the extent relating to Landlord's valuation of the Purchase Space or interpretation of any agreements, contracts or third party reports pertaining to the Purchase Space, or (6) any materials projecting or relating to the future performance of the Purchase Space. Tenant hereby acknowledges that Landlord will not make any warranty or representation, express or implied, regarding the truth or accuracy of any of the documents, materials or information provided to or made available to Tenant or the source thereof and Landlord shall have no liability as a result of providing or making available to Tenant such documents, materials or information or as a result of Tenant's reliance thereon. During the Offer Period, Tenant and its agents, contractors, subcontractors, consultants, employees, engineers, legal counsel and other authorized representatives of Tenant who shall inspect, investigate, test or evaluate the Purchase Space on behalf of Tenant (collectively, "Licensee Parties") shall have reasonable access to the Purchase Space at agreed upon times during normal business hours for agreed upon purposes on at least one (1) business day's prior notice to Landlord. Such notice shall describe the scope of the studies Tenant intends to conduct during Tenant's access to the Purchase Space. Landlord shall have the right to have a representative present during any visits to or inspections of the Purchase Space or interviews with any tenants of the Purchase Space. If Tenant desires to conduct any physically intrusive studies such as, but not limited to, sampling of soils or the like ("Inspection"), Tenant will identify in writing the procedures Tenant desires to perform and shall request Landlord's express written consent thereto, which consent may be withheld in Landlord's sole discretion. The Inspection will be at Tenant's sole cost and expense and will be conducted in a manner and by Licensee Parties reasonably acceptable to Landlord. Should Tenant choose to conduct such an investigation at the Purchase Space, then Tenant shall promptly cause to be removed any mechanics' liens that may be recorded against the Purchase Space on account of the performance of work or activities by or for Tenant, at Tenant's sole cost and expense. Tenant and any Licensee Parties will: (i) maintain commercial general liability (occurrence) insurance on terms reasonably satisfactory to Landlord covering any occurrence arising in connection with the presence of Tenant or the Licensee Parties on the Purchase Space, and deliver to Landlord a certificate of insurance, which names Landlord as an additional insured thereunder, verifying such coverage prior to entry upon the Purchase Space; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Purchase Space; and (iii) restore the Purchase Space to the condition in which the same was found before any such entry, inspection or examination was undertaken. Tenant shall, at Landlord's request, provide Landlord with copies of all studies, tests, reports and other documents or materials relating to the Purchase Space that are prepared, conducted or made by, for or on behalf of Tenant, each of which shall be addressed to Tenant and to Landlord so that Landlord will be entitled to rely thereon as if it were the client of the party preparing such document. Tenant shall maintain as confidential the terms of the proposed sale transaction and any and all information obtained by Tenant about the Landlord or about the Purchase Space, the other leases at the Purchase Space, this Agreement or the proposed sale transaction, and shall not disclose such information to any third party. Except as may be required by law, Tenant will not divulge any such information to other persons or entities including, ./-/11-17-20// -7- ▇▇▇▇▇▇▇▇▇ / 500209.0017 without limitation, appraisers, real estate brokers, or competitors of Landlord. Notwithstanding the foregoing, Tenant shall have the right to disclose information with respect to the Purchase Space to its officers, directors, employees, attorneys, accountants, environmental auditors, engineers, and potential lenders and other consultants to the extent necessary for Tenant to evaluate its acquisition of the Purchase Space provided that all such persons are told that such information is confidential and agree (in writing for any third party engineers, environmental auditors or other consultants) to keep such information confidential. The provisions of this Section 32 paragraph shall be null and void and survive any termination of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptableLease. (e) Tenant’s right of first offer to purchase Tenant shall not apply with respect to indemnify and defend Landlord against and hold Landlord harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, arising from any entry on the Purchase Space by Tenant or any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase Licensee Parties. The foregoing covenant shall survive any transaction termination of the kind described in this clause (iii)Lease. (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executedFor purposes of this Section 8, the closing of following definitions shall have the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents meanings as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.follows:

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, The Tenant shall have a right of first offer (the “ROFO”) with respect to purchase Landlord’s interest any proposed sale or transfer of the Lands and any improvements thereon (collectively, the “Property”) by the Landlord during the Term of the Lease (including any renewal terms), except that any sale or transfer of the Property to London Life Insurance Company, Canada Life Assurance Company or The Great-West Life Assurance Company or to an affiliate or subsidiary (as such terms are defined in the Project on Canada Business Corporations Act as at the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership date of more than fifty percent (50%this Lease) of these entities or to any entity which is a client of GWL Realty Advisors Inc. (“GWLRA”) as at the voting securities date of an entity or possession execution of this Lease and for whom GWLRA acts as fund manager and representative, provided that GWLRA continues to act as fund manager and representative of such new owner, will not have the right effect of triggering this ROFO. Concurrently with the execution of this Lease, GWLRA will provide the Tenant with a list of GWLRA clients existing at the date of execution of this Lease. The ROFO contained herein will be subject to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairsfollowing terms:. (a) If if at any time during the term of the Lease (or any renewal term), the Landlord decides wishes to sell its fee interest the Property, the Landlord will notify the Tenant in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project writing (the “Purchase PriceNotice”); provided, however, ) that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding Landlord proposes to sell or transfer the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014.Property; (b) If upon receipt of the Notice, the Tenant timely accepts Landlord’s will have the right for twenty (20) days thereafter (the “Offer as provided abovePeriod”) to submit to the Landlord for its consideration the first offer (the “Offer”) to purchase the Property (which Offer must be in writing, Landlord shall, be on an all cash basis and contemplate closing within ten (10) business 30 days after Landlord’s receipt acceptance of notice the Offer); (c) the Landlord will not solicit or accept any other offer to purchase the Property prior to the expiry of Tenant’s acceptancethe Offer Period; (d) if the Tenant submits an Offer but the parties fail to reach a written, submit binding and unconditional agreement with respect to Tenant a Purchase the purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of Property within forty-five (45) days following after receipt by the date Landlord of Landlord’s receipt the Offer (the “Negotiating Period”), the Landlord will be entitled to sell the Property to any third party for cash consideration that is equal to or greater than the cash consideration proposed by the Tenant in the Offer. For greater certainty, the Landlord will not provide incentives or benefits to any third party purchaser where the provision of Tenant’s notice such incentives or benefits is not in the usual course of acceptance in order comparable purchase and sale transactions and which inflates the cash consideration that such third party is willing to complete its title, survey pay for the Property to the extent that without the provision of such incentives or benefits (and other property evaluationsthe corresponding inflation of cash consideration) the third party transaction would not quality hereunder as a permitted third party transaction; and (ve) closing if the Landlord fails to consummate the sale or transfer of the Property to a third party within fifteen (15) 240 days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectivelyNegotiating Period, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer will be deemed to purchase at be revived and any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement subsequent proposal to sell its fee interest or transfer the Property will be conducted in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent accordance with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.foregoing procedure,

Right of First Offer to Purchase. Provided If Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa ▇▇▇▇▇ Campus Equity LLC (or another special purpose entity owned and controlled by Menlo Equities Development Company IX LLC and Beacon Santa ▇▇▇▇▇ Campus Equity LLC), and Tenant is leasing the entirety of the Leased Premises and the Building E Premises (and the Expansion Premises, if the Building G Lease is entered into by Landlord and Tenant pursuant to Paragraph 16.1 above or otherwise), and provided that (a) Tenant has is not assigned then in monetary or material non-monetary default under this Lease and (b) Tenant is not, at or the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of Building E Lease beyond the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant , if any, expressly set forth in such leases, then exists under this Leaseif and when Landlord, Tenant shall have a right of first offer in its sole discretion, decides to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. market either (a) If the Buildings, and/or Building E, and/or Building G (if the Building G Lease is entered into by Landlord decides and Tenant pursuant to sell its fee interest in Paragraph 16.1 above or if the Expansion Period has not yet expired) (the “Subject Buildings”), or (b) the entire Project, for sale on a standalone basis to an unaffiliated third party, Landlord shall submit will provide an offering package and/or summary financial information to Tenant a written offer fifteen (“Landlord’s Offer”15) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project business days (the “Purchase PriceNegotiation Period”); provided) prior to offering the Subject Buildings or the Project, howeveras applicable, that if for sale to third parties and would not solicit or entertain offers from parties other than Tenant during the Purchase Negotiation Period. Tenant acknowledges Landlord may choose not to sell the Subject Buildings or the Project at any time during the Purchase Negotiation Period and/or marketing process. This right shall be personal to Palo Alto Networks, Inc. and its Permitted Assignee, applies only to a sale under this Section 32 actually closes within five of either (5i) years from the Commencement DateSubject Buildings only, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for (ii) the Project only, and without limitation shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined not apply in the Master Separation Agreement between the partiesevent of (a) any other multi-building or multi-project portfolio sale involving additional property, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided abovea Property, multi-property, or Project recapitalization or financing, or (c) a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master limited partnership, REIT, UPREIT, etc.) involving the Property or the Project. In the event Landlord shalland Tenant, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptanceeach in its sole discretion, submit reach agreement with respect to Tenant a Purchase the purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on Subject Buildings or the Project, then by no later than the end of the Purchase Negotiation Period they shall enter into an “as isAs-Is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased without representations or warranties other than those relating to equal three percent (3%) of authority, and otherwise reflecting the terms agreed upon during the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Negotiation Period. In the event Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect each in its sole discretion; provided, however, that if Landlord has do not entered into a binding reach agreement with respect to sell its fee interest in the purchase and sale of the Subject Buildings or the Project within one (1) year after Landlord’s receipt of Tenant’s rejection noticeduring the Purchase Negotiation Period, Tenant shall once again have Tenant’s right of first offer the same rights as other potential buyers to purchase as provided participate in the marketing process, either directly or through its brokers or agents. Anything in this Section 32; and provided furtherLease to the contrary notwithstanding, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated not have the right to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of exercise its rights under this Section 32 within such twenty (20)-business day period) or (ii) Paragraph 16.4 during any period that Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (is in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to material default under any of the following transactions: (i) a sale at foreclosure (terms, covenants or a deed in lieu conditions of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s OfferLease, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, periods provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements for herein shall not be a condition to tolled or extended during Tenant’s obligation cure thereof, but the foregoing shall not be read to close prevent Tenant from curing the transactionapplicable default and then exercising its rights under this Paragraph 16.4 once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Lease.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned If during the initial term of this Lease and (b) Tenant is notlease, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % desires to sell all or any portion of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the original Tenant under this LeasePremises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and shall not be transferable its affiliates’ business interests, unless all or exercisable by or for the benefit substantially all of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer said interests relate primarily to purchase Landlord’s interest in the Project Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Datetherein. Within thirty (30) days after receipt of Landlord’s Offerthe Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall give elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord written notice of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s rejection right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or unqualified its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and unconditional acceptance of Landlord’s Offer. As used hereinLandlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Net Book Value shall mean he allocated value Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between Option Period. To provide further assurances for the parties, which at any time prior to the parties anticipate will execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response, and if Tenant fails to respond to such request within said ten (10) Business Day period, such contemplated sale of ownership interests shall not be effective deemed to constitute a sale of the Offered Property as contemplated by the first sentence of August 1, 2014this Section 44.01(a)). (b) If Tenant timely accepts Landlord’s Among other matters, the Offer as provided above, Landlord shall, within ten Contract shall incorporate the following (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for “Terms”): (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; a closing date that is thirty (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (4530) days following the date of the Offer Contract; (ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant; (iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and (iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s receipt interest in the Premises if such term was set forth as a requirement of Tenant’s notice of acceptance the buyer to assume in order to complete its titlethe Offering Notice, survey and other property evaluations; (v) closing within fifteen (15) days after than any liens existing on the aforementioned due diligence period expires; (vi) allocation date of closing costs (including transfer taxes this lease and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance any liens created or arising from the acts of Tenant or its agents, or anyone claiming by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if anyor through such parties). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (ca) If Tenant rejects Landlord’s Offershall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by the prospective buyer shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower no less than ninety-five percent (95%) of the Purchase PriceOffer Price taking into account all material relevant economic matters, Landlord shall first offer including, without limitation, the payment of the purchase price in its entirety in cash (subject to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to acceptany assumption of any financing by buyer, if any, in which event Landlord’s written offer to Tenant to sell at accordance with the reduced price shall be treated as parenthetical set forth in Section 44.01(b)(iv)) and a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and closing date of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within more than thirty (30) days following the execution and delivery of the subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within six (6) months after receipt the date of LandlordTenant’s Offer as provided aboverefusal or deemed refusal to purchase, or and if a sale of the Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant accepts shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of such transaction, deliver to Tenant a notice specifying the terms of such transaction, and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in said notice. (b) If Tenant has refused or is deemed to have refused to purchase the Offered Property, Landlord shall, not less than ten (10) Business Days following a closing with a third party purchaser, deliver a notice to Tenant together with a fully executed copy of the contract of sale (and all amendments and exhibits thereto) and side letters and pertinent agreements, with such third party purchaser and its affiliates. Tenant shall, in writing and within five (5) Business Days after the delivery of such notice by Landlord, confirm or dispute that a specified purchase price is substantially the same as the Offer Price. Time shall be of the essence with respect to such notice from Tenant to Landlord and any failure to notify Landlord within such five (5) Business Day period shall be deemed for all purposes and as against all parties as Tenant’s agreement that the purchase price is substantially the same as the Offer Price. If Landlord fails to comply with its obligations pursuant to Section 44.02(a) or pursuant to this Section 44.02(b), Tenant may pursue any and either all legal (but not equitable) rights and remedies that it may have in connection therewith. 44.03. Tenant’s rights granted under this Article 44 shall not apply to any Permitted Transfer (as such term is defined in the Original Lease. 44.04. Notwithstanding anything to the contrary in this Article 44, any transfer of the Offered Property pursuant to this Article shall be subject to this lease, any subleases and any defects created, arising or resulting from any acts of Tenant or any assignee or subtenant of Tenant, and Landlord shall make no representations, warranties or covenants concerning same to Tenant or its assignee or subtenant. 44.05. Tenant shall keep confidential all information it receives with respect to the Offered Property or contained in any Offering Notice or any contract of sale submitted hereunder (except that Tenant may disclose such information (i) despite their good faith efforts Landlord to such of its executive officers, employees and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period professional advisors as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent are reasonably required in connection with the terms analysis of this Section 32 within such twenty (20)-business day period) or the Offered Property, (ii) Tenant fails in connection with any arbitration or suit regarding same, and (iii) as may be required by law), provided that Tenant’s obligations pursuant to close this Section 44.05 shall terminate after closing of the purchase of the Project Offered Property by Tenant (but otherwise Tenant’s obligations pursuant to this Section 44.05 shall survive). 44.06. Tenant agrees, at any time and from time to time after entering into the rights to Tenant under this Article 44 are no longer in effect as to any particular transaction, as requested by Landlord with not less than ten (10) Business Days’ prior notice, to execute and deliver to Landlord a Purchase statement certifying that the rights granted to Tenant under this Article 44 are no longer in effect, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and Sale Agreement through no fault warranty to be relied upon by Landlord and others with whom Landlord may be dealing, regardless of Landlordindependent investigation; provided, then (in however, the reliance referred to herein shall be limited to Tenant being estopped from contradicting any of those events)the statements made in such certificate. 44.07. Tenant’s rights with respect to the Offered Property under this Article 44 are subject to the conditions that at the time of the exercise of Tenant’s election, Citibank Tenant is the then Tenant under this lease and satisfies the Minimum Leasing Requirement, failing which, the provisions of this Section 32 Article 44 shall be deemed null and void and of no further force or and effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transaction.

Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below)of exercise, subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit in material default of any other party, and so long provision of this Lease or the lease of that certain building in Madrone Business Park known as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this LeaseBuilding L, Tenant shall have a the right of first offer to purchase Landlord’s interest in the Project Property, any other property leased by Tenant from Landlord at Madrone Business Park, and/or Parcel M (the "Expansion Parcel") on the following terms and conditions. If at any time during the Term of this Lease Landlord elects to sell the Property or any other property leased by Tenant from Landlord at Madrone Business Park, or if at any time after February 28, 2003, Landlord elects to sell the Expansion Parcel, Landlord shall notify Tenant which of the foregoing properties Landlord is offering for sale (the "Offered Property") and the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If upon which Landlord decides would be willing to sell its fee interest in the Project, Landlord Offered Property ("Landlord's Notice"). Tenant shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within have thirty (30) days after receipt of Landlord’s Offer's Notice to notify Landlord in writing of Tenant's election to purchase the Offered Property on the terms stated in Landlord's Notice. If Tenant notifies Landlord within such 30-day period of Tenant's desire to purchase the Offered Property on such terms, Landlord and Tenant shall enter into a purchase and sale agreement for the Offered Property on the terms and conditions stated in Landlord's Notice. If, however, Tenant shall give fails to notify Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein's election to purchase the Offered Property within such 30-day period or, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by if Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to Tenant, through no fault of Tenant (Landlord, fail to execute a purchase and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt the date of Tenant's notice to Landlord’s Offer as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated deemed to use good faith efforts have waived its right to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, Offered Property and Landlord shall then have the right thereafter to offer the Offered Property for sale and at all times thereafter be free to sell the Project Offered Property to any person or entity upon whatever third party on substantially the terms Landlord stated in its sole discretion may find acceptable. (e) Landlord's Notice without further notice to Tenant’s . This right of first offer to purchase shall not apply with respect is personal to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporationMedia Arts Group, partnershipInc., limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction its subsidiaries and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, successors and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition transferred or assigned to Tenant’s obligation to close the transactionany third party.

Right of First Offer to Purchase. Provided that (a) Landlord hereby grants Tenant has not assigned the first right, option and opportunity to purchase the Premises on the following terms and conditions: A. If at any time during the term of this Lease and (bincluding, without limitation, any Renewal Term) Tenant is not, at Landlord desires to sell the time Landlord would otherwise deliver a Landlord’s Offer Premises or any part thereof or interest therein (defined belowsuch part or interest being referred to herein as the "Offered Interest"), subleasing more than % of then before Landlord enters a binding agreement to sell the PremisesOffered Interest, it being intended that all rights pursuant to this provision are and Landlord shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to Tenant the opportunity to purchase the Offered Interest by giving Tenant written notice of the terms and conditions on which Landlord would be willing to sell the Offered Interest ("Landlord’s interest in 's Offer"). Landlord's Offer shall include the Project following basic business terms upon which Landlord is willing to sell the Offered Interest: (i) the sales price, (ii) the amount and terms of any seller financing, (iii) the amount and terms of any assumable third party financing, (iv) the state of title to be transferred by Landlord, (v) the date for close of escrow, (vi) the allocation of closing costs, (vii) the legal description of the Offered Interest, and (viii) all other material business terms on which Landlord is willing to sell the Offered Interest. Tenant shall thereafter have the exclusive right to purchase the Offered Interest on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest stated in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s 's Offer, which right Tenant shall give may exercise by giving Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance exercise of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. such right within thirty (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (4530) days following the date of that Tenant receives Landlord’s receipt of Tenant’s notice of acceptance in order to complete its titleOffer. If Tenant exercises such right, survey thenTenant shall purchase and other property evaluations; (v) closing within fifteen (15) days after Landlord shall sell the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes Offered Interest on the terms and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified conditions described in Landlord’s Offer Offer. B. If Tenant does not, within such thirty (if any). The parties shall then have a period of up to twenty (2030) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation day period, (x) Landlord shall provide exercise Tenant's right to Tenant, without representation or warranty purchase the Offered Interest on the terms and conditions of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s 's Offer, then Landlord shall be free may sell the Offered Interest to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice third party for a purchase price that is lower not less than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest purchase price specified in Landlord's Offer and otherwise on the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection same terms and conditions of Landlord’s 's Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt of Landlord’s Offer so long as provided above, or if Tenant accepts Landlord’s Offer and either (i) despite their good faith efforts Landlord and Tenant enters a binding written agreement with such third party for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the Project after entering into a Purchase and Sale Agreement through no fault of Landlord, then (in any of those events), the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at Offered Interest within one hundred eighty (180) days after Landlord's delivery to Tenant of Landlord's Offer, and (ii) Landlord conveys title to the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with Offered Interest to such other instruments and documents as may be reasonably necessary third party pursuant to effectuate such agreement within ninety (90) days after such agreement for the sale of the Project to Tenant, shall be deposited in Offered Interest is fully executed by Landlord and such third-party buyer. C. If Landlord has not entered a binding written agreement for the escrow established by sale of the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Offered Interest within one hundred eighty (180) days after Landlord’s fee interest in the Project 's delivery to Tenant free and clear of all loansLandlord's Offer, mortgages, deeds of trust, liens and encumbrances except real property taxes or if Landlord has not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available to Landlord upon closing. Landlord’s obligation to convey conveyed title to the Project Offered Interest to such third party buyer pursuant to such an agreement within ninety (90) days after such agreement for the sale of the Offered Interest is fully executed by Landlord and such third-party buyer, then, in accordance herewith either such event, any subsequent offer or election by Landlord to sell the Premises or any part thereof or any interest therein (including, without limitation, the Offered Interest) shall be fully satisfied upon the willingness of the title company deemed a new determination to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project so do and shall be subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition once again to Tenant’s obligation 's first right, option and opportunity to close the transactionpurchase as described in this Paragraph 46.

Right of First Offer to Purchase. Provided that 40.1 If during the Term Landlord intends (ai) to offer for sale the Project (including by means of a sale directly or indirectly of the partnership interests, membership interests, stock or other equity interests of Landlord or by means of a merger of Landlord) (the “Right of First Offer Property”) to any unaffiliated third party purchaser (other than pursuant to Article 39) or (ii) to accept an offer from an unaffiliated third party purchaser to purchase all or any portion of the Right of First Offer Property (other than pursuant to Article 39), Landlord shall first give written notice to Tenant has not assigned this Lease of the purchase price (the “Offer Price”) and other material terms upon which Landlord is willing to sell such Right of First Offer Property (b) Tenant is not, at the time Landlord would otherwise deliver a “Landlord’s Offer Notice”). Landlord’s Offer Notice shall set forth the material economic terms and conditions (defined belowincluding, without limitation, a statement regarding whether the Project will be sold free and clear of all deeds of trust, mortgages or other similar instruments affecting the Project) under which Landlord is willing to sell the Right of First Offer Property to Tenant (the “Material Terms”), subleasing more than % but shall not constitute an agreement between the parties or an offer to sell such Right of First Offer Property. Concurrently with Landlord’s Offer Notice, if applicable, Landlord shall provide Tenant with a copy of any unaffiliated third party purchaser’s offer concerning the Right of First Offer Property (excluding the identity of the Premises, it being intended that all rights pursuant to this provision are offeror and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, broker(s)). Tenant shall have a the one time right of first offer (“Right of First Offer”) to purchase Landlord’s interest in buy such Right of First Offer Property upon the Project on the economic terms and conditions contained in Landlord’s Offer Notice and the terms of this Article 40, provided belowTenant, within forty five (45) days (the “Exercise Period”) after receipt of Landlord’s Offer Notice, delivers written notice (the “Purchase Commitment”) to Landlord of Tenant’s desire to pursue the proposed sale transaction described in Landlord’s Offer Notice. 40.2 As used herein, “unaffiliated third party purchaser” shall specifically exclude a purchaser which (i) is an affiliate of Landlord, or (ii) is acquiring the Right of First Offer Property by eminent domain or threat of eminent domain. As used herein, an “affiliate” of Landlord shall mean an entity (a) which owns a majority of Landlord’s voting equity; (b) which is wholly owned by Landlord or at least fifty-one percent (51%) of whose voting equity is owned by Landlord; or (c) which is controlled, controlling or under common control with Landlord (control being defined for such purposes hereof, the term “control” means the direct or indirect as ownership of more than at least fifty percent (50%) of the voting securities of an entity or possession equity interests in, and the power to direct the management of, the relevant entity). 40.3 If Tenant timely delivers the Purchase Commitment, then within three (3) business days following Tenant’s delivery of the Purchase Commitment, Tenant shall execute and deliver three (3) originals of the Purchase Agreement, in the form attached hereto as Exhibit D, to Landlord, modified to reflect the Material Terms and with the following information completed by Tenant: (a) the “Closing Date”; (b) the name and address of the title and escrow company (which shall be designated by Tenant and shall be a reputable national title and escrow company); (c) the effective date of the Purchase Agreement which shall be the date that is two (2) business days following the date of the Purchase Commitment; and (d) complete any other missing exhibits and information as may be required in the Purchase Agreement, as mutually and reasonably approved by the parties. Within three (3) business days following Tenant’s delivery of the Purchase Agreement, as executed by Tenant, Landlord shall counter-sign the three (3) originals of the Purchase Agreement executed by Tenant and deliver all three (3) executed originals to escrow company for further handling in accordance with the terms of the Purchase Agreement. Within three (3) business day following Landlord’s delivery of the three (3) originals of the Purchase Agreement countersigned by Landlord to escrow company, Tenant shall deliver the deposit specified in the Material Terms, to escrow company in accordance with the Purchase Agreement. If Tenant fails to timely deliver the Purchase Commitment, the executed Purchase Agreement or the deposit specified therein in accordance with the terms of this Section, all rights of Tenant to purchase the Right of First Offer Property shall terminate and Landlord shall have no further obligation to notify Tenant of any proposed offer or sale of the Right of First Offer Property and Landlord shall thereafter have the unconditional right to vote more offer, negotiate and sell the Right of First Offer Property to any party, subject to the limitations set forth in Section 40.4 below. 40.4 Time is of the essence with respect to the exercise by Tenant of its rights granted under this Article 40. If Tenant fails to deliver to Landlord the Purchase Commitment within the Exercise Period, Landlord shall thereafter have the unconditional right to offer, negotiate and sell the Right of First Offer Property to any party at the same price or at a price not less than fifty ninety-six and a half percent (5096.5%) of the voting interest in Offer Price and on the ordinary direction of same Material Terms within the entity’s affairs. one hundred eighty (a180) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project day period (the “Purchase Sale Period”) following the earlier of (i) Tenant’s written rejection of Landlord’s Offer Notice and (ii) the expiration of the Exercise Period. If Landlord is required to give Tenant a second Landlord’s Offer Notice because (A) the offering price is more than three and one-half percent (3.5%) less than the Offer Price”); provided, however(B) there is any change in the Material Terms or (C) Landlord fails to sell the Project during the Sales Period, that if then Landlord shall be required to deliver a sale under this Section 32 actually closes within five new Landlord’s Offer Notice (5) years from including the Commencement Date, then, notwithstanding the foregoing or anything new price and any change to the contrary contained in this Section 32, the Purchase Price for the Project Material Terms) to Tenant and Tenant shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within have only thirty (30) days after receipt of such notice from Landlord to indicate its willingness to buy the Right of First Offer Property at on the terms set forth therein. 40.5 Landlord and Tenant agree that Tenant shall have a right of specific performance to enforce Tenant’s right to the Right of First Offer. In addition, any damages recoverable by Tenant from Landlord as the result of Landlord’s Offer, breach of this Article 40 or the Purchase Agreement may be set-off against rent and other amounts due under this Lease. Tenant may assign the Right of First Offer separate and apart from any assignment of this Lease. Tenant shall give provide Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value any assignment of the ROFR Property as Right of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s First Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of Landlord’s Offer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (d) If Tenant does not give Landlord written notice of Tenant’s acceptance or rejection within thirty (30) days after receipt following the effective date of Landlord’s such assignment. Tenant may reserve for itself the Right of First Offer as provided above, or if Tenant accepts Landlord’s Offer separate and either (i) despite their good faith efforts Landlord and Tenant for apart from any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms assignment of this Section 32 within such twenty (20)-business day period) or (ii) Lease. 40.6 If Tenant fails to close the purchase defaults on any of its obligations under this Lease after delivery of the Project after entering into a Purchase and Sale Agreement through no fault of LandlordCommitment, then (in beyond any of those events)applicable cure period, the provisions of this Section 32 shall be null and void and of no further force or effect, and Landlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (e) Tenant’s right of first offer to purchase shall not apply continue with respect to any of the following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the right of first offer to purchase shall survive any transaction of the kind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, and the Purchase and Sale Agreement is timely executed, the closing of the sale of the Project shall be held at the time and place specified in the Purchase and Sale Agreement. At the closing, a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale Right of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project First Offer Property to Tenant free but shall retain all rights and clear of all loans, mortgages, deeds of trust, liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other sums due at the time of closing shall be paid by delivery of funds in escrow which are immediately available remedies hereunder with respect to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at Tenant’s option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to the exceptions allowed by this paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be a condition to Tenant’s obligation to close the transactiondefault.