Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. (a) Provided that Lessee (i) no Default has occurred and is not then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, but at a minimum equal to or better than the third party offeror listed in Default the Bona Fide Offer (as defined below), and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of this Leaseand has been continuously operating in the entire Leased Premises throughout the Lease Term, Lessor grants and subject to Lessee a any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an on-going right of first refusal during (“Refusal Option”) to lease any additional space located on the Term second (2nd) floor of this Leasethe Building (“Refusal Space”). Notwithstanding the foregoing, with respect in the event that Tenant exercises its option to reduce space set forth in Section 17.03 below, the “Refusal Space” shall be deemed to be only the approximately 10,000 rentable square feet of space that Tenant does not occupy by exercising such option and shall not include any space on the second (2nd) floor of the Building. Prior to entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Unencumbered Refusal Space, on then the following Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have seven (7) business days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Refusal Space to the bona fide offeror or any other third party. (b) The term for the Refusal Space shall be the term set forth in the Bona Fide Offer. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Bona Fide Offer and herein (but in no event shall such rental rate be less than the then current rental rate under this Lease). (c) If Tenant shall exercise the Refusal Option, the parties shall enter into an amendment to this Lease Proposal adding the Refusal Space to the Leased Premises upon the terms and conditions set forth herein and making such other modifications to this Lease as are appropriate under the circumstances. If Tenant shall fail to enter into such amendment within thirty (30) days following Tenant’s exercise of the Refusal Option, solely due to Tenant delays (time being of the essence), then Landlord may terminate this Refusal Option, by notifying Tenant in writing, in which event this Refusal Option shall become void and of no further force or effect, and Landlord shall thereafter be free to lease the Refusal Space to the bona fide offeror or any other third party. If Landlord does not enter into a lease with all other a third party under the terms and conditions contained in the Bona Fide Offer within one hundred eighty (180) days after Tenant declines or fails to exercise this Refusal Option, or if Landlord desires to materially alter or modify the terms and conditions of such lease by Lessee the Bona Fide Offer, Landlord shall be required to be substantially present the altered or modified Bona Fide Offer to Tenant pursuant to this Refusal Option, in the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver manner that the original Bona Fide Offer was submitted to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising Tenant. This right of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, first refusal shall be at the expense an ongoing right of Lessee. first refusal, which shall mean that if Tenant waives its right of first refusal pursuant to subsection (ba) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, above and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Refusal Space is subsequently leased to a third party (“New Tenant”), Landlord shall not lease the Refusal Space to a third party (other than the New Tenant) without notifying Tenant of the availability of the Refusal Space, on in which case Tenant shall again have a right of first refusal to lease the terms and conditions described Refusal Space in (a) aboveaccordance with this Section 17.02.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect (a) If at any time and each time prior to the Unencumbered Spacetwenty (20) year anniversary of the Business Transfer Time, on Burgundy desires to sell all or a portion of the following Natrium Excess Land to a third party, Burgundy shall give notice (the “Offer Notice”) thereof to Spinco, together with the price and a summary of the other material terms and conditions pursuant to which Burgundy desires to sell all or a portion of the Natrium Excess Land. Spinco shall have the right (the “First Refusal Right”) to give to Burgundy a notice (the “Election Notice”), which shall specify that Spinco elects to purchase, as applicable, all or the portion of Natrium Excess Land proposed to be sold upon the same material terms and conditions (subject to the "Right execution of Refusal"): (aa mutually satisfactory Contract of sale as hereinafter provided) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal Offer Notice. Spinco and Burgundy shall record in the appropriate public land records an instrument setting forth the foregoing First Refusal Right. The Election Notice must be delivered within 15 Business Days following Burgundy’s delivery to Spinco of the Offer Notice (with all other terms and conditions of such lease by Lessee period is hereinafter referred to be substantially as the same as contained “Response Period”). Notwithstanding anything to the contrary in this Lease)Agreement, and Lessee the First Refusal Right described in this Section 6.12 shall thereafter promptly execute and deliver not be applicable to Lessorany sale of the Natrium Excess Land by Burgundy to a Subsidiary or Affiliate of Burgundy, at Lessor's optionprovided, either an Amendment that following any such sale, such Subsidiary or Affiliate of Burgundy shall be subject in all respects to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeAgreement. (b) Notwithstanding If Spinco shall give the foregoingElection Notice within the Response Period, if Spinco and Burgundy shall promptly proceed to negotiate an agreement (the particular space “Natrium Excess Land Agreement”) to purchase the Natrium Excess Land at the price and otherwise on all of the material terms and conditions set forth in the Offer Notice and otherwise on such other customary terms for the purchase of comparable properties, as Spinco and Burgundy may mutually agree upon. (c) If Spinco shall fail to give an Election Notice within the Response Period, (i) Burgundy shall have the right to sell the Natrium Excess Land at the price and on other terms and conditions no less advantageous in any Lease Proposal consists material respect to Burgundy than that set forth in the Offer Notice, free and clear of 70% any rights or more claims of Spinco under this Section 6.12, and (ii) provided Burgundy has not materially breached its obligations under this Section 6.12, this Section 6.12 shall terminate and be null, void and of no further force or effect; provided, that Spinco shall again have the right to exercise the First Refusal Right pursuant to the provisions of this Section 6.12 if any of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on following conditions occurs: (a) the terms and conditions described of sale to the third party are less advantageous in any material respect to Burgundy than set forth in the Offer Notice, or (ab) abovethe definitive agreement(s) providing for the sale are not executed and delivered with a purchaser within 120 days after the giving of the applicable Offer Notice and subsequently consummated with such purchaser within six (6) months of execution of the definitive agreements.

Right of First Refusal. Provided that Lessee is not 6.20.1 Pursuant to the terms, conditions and limitations set forth in Default of this Leaseparagraph 6.20, Lessor grants to Lessee Tenant shall have a right of first refusal during (the Term of this Lease, “Right to First Refusal”) with respect to the Unencumbered Space, on remainder of the following terms and conditions second (2nd) floor of the Building (the "Right of Refusal"):“Second Floor Space”). (a) In the event Lessor desires 6.20.2 When Landlord receives an offer to lease any of the Unencumbered Second Floor Space to a particular from any third party tenantwhich Landlord desires to accept (expressly including such offers which Landlord has solicited and which a third party has indicated it will accept) (each, then Lessor an “Offer”), Landlord shall first deliver to Lesseepresent such Offer, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement dateto Tenant, and Tenant shall thereafter have five (5) Business Days in which to accept that Offer by delivery of written notice to Landlord. If Tenant fails to deliver to Landlord written acceptance of any Offer within the five (5) Business Day period set forth herein, then Tenant’s rights with respect to such Offer and the space referenced therein shall be void, and Landlord shall be free to lease the space description that was the subject of such Offer to any third party. 6.20.3 In the event that the particular Offer from any third party includes space in the Building in addition to the applicable Second Floor Space, Landlord shall present such additional space to Tenant as part of the proposed leaseOffer (with any space presented to Tenant under this paragraph 6.20, initialed by the prospective third party tenant (the "Lease Proposal"whether Second Floor Space or other additional space, being “ROFR Space”). If Lessee desires to exercise its The Right of First Refusal for shall apply to the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt entire portion of the Lease ProposalROFR Space that is the subject of any Offer that is presented to Tenant, a written notice exercising and the Right of Refusal. Upon First Refusal may not be exercised by Tenant with respect to only a portion thereof (so that if the Offer includes Second Floor Space and other additional space, Tenant may only accept the entirety of the Second Floor Space and such exerciseadditional space). 6.20.4 If Tenant declines to exercise such Right of First Refusal with respect to any particular Second Floor Space, Lessee and an offer from a different third party prospect is thereafter offered to Landlord with respect to the same Second Floor Space that Landlord desires to accept, Landlord shall automatically be obligated have no obligation to lease re-offer such Second Floor Space to Tenant on the terms offered by such different prospect (nor shall Landlord have any similar obligation with respect to any additional offers from Lessor, beginning on such commencement date and extending through additional prospects received by Landlord with respect to the remaining Term particular Second Floor Space). 6.20.5 If Tenant validly exercises the Right of First Refusal provided in this Lease, the particular space covered by parties shall execute an amendment to this Lease adding the Lease Proposal, upon ROFR Space to the same Premises on the terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to LesseeOffer. If Lessee fails the term of the ROFR Space included in the Offer extends further than the Lease Term with respect to exercise its Right the then Premises, Tenant’s leasing of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially ROFR Space shall be for the same duration included in the Offer (on the economic terms as were applicable thereto set forth in the Lease ProposalOffer). Except as otherwise set forth in the Offer, the terms applicable to the then existing Premises shall apply to the particular space covered by ROFR Space (provided that Tenant shall not have any right to the Lease Proposal Extension Option with respect to the ROFR Space or any other extension right, nor shall thereafter be forever Landlord have any obligation to make any improvements to the ROFR Space or provide any free rent, improvement allowance, or any other type of allowance, in each case unless set forth in the Offer). Notwithstanding the foregoing, an otherwise valid exercise of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed, and Tenant’s tenancy of such ROFR Space shall be subject to all respects. Upon the leasing by Lessee rights and obligations of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseeparties under this Lease. (b) 6.20.6 Notwithstanding anything to the foregoingcontrary in this Lease, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered SpaceLandlord shall have no obligations, and Lessee exercises its Right Tenant shall have no rights, under this paragraph 6.20 so long as an Event of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms Default has occurred and conditions described in (a) aboveis continuing.

Right of First Refusal. Provided that Lessee is If Tenant does not in Default of this Lease, Lessor grants to Lessee a unconditionally exercise its right of first offer/refusal during within the Term ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this LeaseSection 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Spacespace offered by Landlord to Tenant at any particular time, on the terms and conditions described in (a) aboveTenant may not elect to lease only a portion thereof.

Right of First Refusal. Provided that Lessee (a) During the period beginning upon the date upon which the Lease is not in Default of this Leasefully executed, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, and ending on the following terms and conditions twenty-fourth calendar month anniversary thereafter (the "Right of RefusalFirst Refusal Period"): (a), provided that this Lease shall then be in full force and effect, and subject to Article 31(b) In below, Landlord shall, at any such time during the event Lessor desires Right of First Refusal Period that Landlord receives a written proposal to lease any portion of the Unencumbered Space second floor of the Building which is available for lease during the Right of First Refusal Period (the "Right of First Refusal Space") which Landlord is willing to accept (each, an "Offer") from a particular third party tenantbona fide prospective tenant (the "Prospective Tenant"), then Lessor shall first deliver to Lesseenotify Tenant, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed leaseOffer. Tenant shall have the option, initialed exercisable by the prospective third party tenant (the "Lease Proposal"). If Lessee desires notice to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, Landlord within five (5) business days after receipt of Landlord's notice (the Lease Proposal"Offer Notice"), a written notice exercising to lease the Right of Refusal. Upon First Refusal Space so offered (the "Offered Space") upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as are contained in this Lease), including, without limitation, the payment of the then current Base Rent per square foot, together with any Additional Rent due as recalculated to include the Offered Space, delivery of an additional Security Deposit, as set forth in Article 23(e) above, and Lessee the expiration of the Term, except: (i) that the per square foot Tenant Work Allowance for the Offered Space shall thereafter promptly be obtained by multiplying the per square foot Tenant Work Allowance by a fraction, the numerator of which is the number of months remaining in the initial term of this Lease at the time that Base Rent will commence on the Offered Space and the denominator of which is the total number of months in the initial term; (ii) any unused Tenant Work Allowance applicable to the Offered Space shall not be available for use by Tenant as a rent credit, and shall be automatically forfeited as to any amount of such allowance not properly requested by Tenant, in accordance with the terms and conditions set forth in Exhibit C of this Lease; and (iii) except that the rent commencement for the Offered Space shall be the date which is the first day following the eighth (8th) month anniversary of the date Landlord and Tenant execute and deliver a mutually acceptable amendment to Lessorthe Lease incorporating therein the lease of the Offered Space. Promptly after Tenant exercises this option (but in no event later than thirty (30) days after the Offer Notice), at Lessor's option, either an Amendment the parties shall enter into a supplemental agreement to this Lease to govern incorporating the demising Offered Space as part of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to LesseePremises. If Lessee fails In the event that (i) Tenant elects not to exercise its Right of Refusal as set forth abovethe option contained herein and (ii) Landlord does not execute a lease for the Offered Space, then provided that Lessor enters into a lease agreement with Landlord shall re-offer the proposed third party tenant upon substantially the same terms as were set forth Offered Space in the Lease Proposal, then the particular event Landlord receives a subsequent bona fide written offer for said space covered by the Lease Proposal shall thereafter be forever free of during the Right of First Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseePeriod. (b) For the purposes of this Section, a "bona fide" prospective tenant shall mean a party wholly unrelated to Palm, Inc. or any affiliate of Landlord. (c) Notwithstanding anything herein contained to the foregoingcontrary, if the particular space set forth in Tenant shall not have any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right rights contained in this Section if Tenant is then in default beyond the expiration of Refusal, then Lessee shall be obligated to lease from Lessor all applicable grace or cure periods of any of the Unencumbered Spaceterms, conditions, covenants or provisions of this Lease, nor shall Tenant have any of the rights contained in this Section if Tenant has failed to pay Rent pursuant to the provisions of this Lease on more than one occasion during the terms immediately preceding twelve month period. Landlord represents and conditions described in (a) abovewarrants to Tenant that there are no other parties with any rights to the second floor of the Building that are superior to Tenant's rights under this Section.

Right of First Refusal. Provided (a) During the Term, and provided that Lessee (i) this Lease is in full force and effect, (ii) no Tenant Default then exists, (iii) Tenant has not assigned this Lease or subleased all or any portion of the Premises under any then- existing sublease (excluding any Non-Consent Transfer), and (iv) the right of first refusal described in this Paragraph 3.4 is not being exercised in Default connection with or for the purpose of facilitating any such assignment or sublease, if any other space (a “ROFR Space”) in the Building or on floors one through four, inclusive, of the Thanksgiving Park Six building (if constructed) becomes available for lease, and Landlord receives a request for proposal from a tenant that Landlord desires to accept to lease such ROFR Space, or sends out (or has decided to send out) a bona fide proposal to a specific, bona fide prospective tenant to lease such ROFR Space (either, a “Lease Offer”), then Landlord shall give to Tenant notice of such Lease Offer. (For purposes of this Paragraph, any space covered by a renewal, extension or expansion option existing in any tenant’s lease as of the date of this Lease, Lessor grants any renewal or extension option given by Landlord to Lessee a any then-existing tenant for its then-existing space, or any right of first offer or right of first refusal during existing as of the Term date of this Lease, shall not be “available for lease” until after each such option or right has expired.) (b) Tenant shall have a period of five (5) business days after such notice is given (determined in accordance with respect Paragraph 22.3) to the Unencumbered Space, elect to lease such ROFR Space on the following same terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the such Lease Proposal Offer. (with all other c) If within such five (5)-business day period, Tenant delivers notice to Landlord that Tenant elects to lease such ROFR Space on such offered terms and conditions conditions, the Parties shall promptly proceed to enter into an amendment to this Lease, adding such ROFR Space to this Lease in a manner consistent with such terms and conditions. (d) If either of the following occurs: (i) within such five (5)-day period, Tenant either delivers notice to Landlord that Tenant elects not to lease by Lessee such ROFR Space, or fails to deliver any written response to Landlord; or (ii) Tenant fails to enter into an amendment to this Lease within ten (10) business days after Tenant delivers notice to Landlord that Tenant elects to lease such ROFR Space, adding such ROFR Space to this Lease in a manner consistent with such offered terms and conditions, then such right of first refusal with respect to such ROFR Space shall terminate and be substantially the same as of no further force or effect, but shall continue to apply to other ROFR Space. (e) In addition, and notwithstanding anything contained in this LeaseParagraph 3.4 to the contrary, if Tenant subleases any portion of the Premises (excluding any Non-Consent Transfer), this Paragraph 3.4 and Lessee the rights of Tenant hereunder shall thereafter promptly execute automatically terminate and deliver cease to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, have any further force or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseeeffect. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee Tenant shall have a right of first refusal during to lease any space immediately adjacent to the Term Premises (the “ROFR Space”) that becomes available for lease after the Commencement Date on the terms set forth below. If Landlord receives a bona fide written offer to lease the ROFR Space that Landlord desires to accept, Landlord shall notify Tenant in writing of such offer, (including identification of the prospective tenant) and the terms thereof (each an “Offer Notice”) and Tenant shall have the right to lease the ROFR Space upon the same terms and conditions set forth in the applicable Offer Notice. Tenant shall notify Landlord in writing whether Tenant elects to lease the ROFR Space upon the same terms and conditions set forth in the applicable Offer Notice within seven (7) business days after Tenant’s receipt of the applicable Offer Notice. If Tenant timely elects to lease the ROFR Space, then Landlord and Tenant shall, within thirty (30) days after the date of the Offer Notice, execute an amendment to this Lease, effective as of the date such ROFR Space is to be included in the Premises, on the same terms and conditions contained in the Offer Notice except that (a) the rentable area of the Premises shall be increased by the rentable area in the ROFR Space (and Tenant’s Share shall be adjusted accordingly) on the commencement date in the Offer Notice, (b) the Base Rental shall be increased by the amount specified for such space in the applicable Offer Notice commencing on the date payments of rental would commence in the Offer Notice, and (c) Tenant shall only be entitled to allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements to the extent set forth in the applicable Offer Notice. If Tenant fails to timely exercise its right hereunder, then such right shall lapse as to the ROFR Space covered by the applicable Offer Notice, time being of the essence with respect to the Unencumbered Spaceexercise thereof, and Landlord may lease the ROFR Space to the third party submitting the applicable offer on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lesseeapplicable Offer Notice. If Lessee Landlord fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed such ROFR Space to such third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described contained in the Offer Notice within one year after Tenant’s receipt of the applicable Offer Notice, Landlord may not lease the ROFR Space to such third party or another third party without first complying with the requirements of this Section 15. Notwithstanding anything to the contrary contained herein, the right of first refusal granted to Tenant is not subject to any rights of first refusal, rights of first offer or other rights granted to any existing or prospective tenants of the Building. Tenant’s rights hereunder shall terminate if (a) abovethis Lease or Tenant’s right to possession of the Premises is terminated, or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises other than to a Permitted Transferee, or (c) at the time Landlord is required to provide Tenant with an Offer Notice, an Event of Default has occurred and is continuing , or (d) Tenant receives an Offer Notice and fails to exercise its right to lease the ROFR as provided herein within the allotted seven (7) day period.

Right of First Refusal. Provided (a) During the Term, and provided that Lessee (i) the Lease is in full force and effect, (ii) Tenant is not in Default default under the Lease beyond the expiration of this any applicable notice and cure period given to Tenant in the Lease, Lessor grants to Lessee a (iii) Tenant has not assigned the Lease or subleased all or any portion of the Premises under any then-existing sublease, and (iv) the right of first refusal during described in this Paragraph 5 is not being exercised in connection with or for the Term purpose of facilitating any such assignment or sublease, if the space (the “ROFR Space”) on the third floor of the Building, adjacent to the Premises and consisting of approximately 2,724 rentable square feet, is or becomes available for lease, and Landlord receives a request for proposal from a tenant that Landlord desires to accept to lease the ROFR Space, or sends out (or has decided to send out) a bona fide proposal to a specific, bona fide prospective tenant to lease the ROFR Space, then Landlord shall give to Tenant written notice (the “ROFR Notice”) that Landlord is willing to enter into a lease with Tenant of the ROFR Space. (For purposes of this LeaseParagraph, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by a renewal, extension or expansion option existing in any tenant's lease as of the Lease Proposaldate of the Lease, then Lessee must deliver any renewal or extension option given by Landlord to Lessorany then-existing tenant for its then-existing space, or any right of first offer or right of first refusal existing as of the date of the Lease, shall not be “available for lease” until after each such option or right has expired.) (b) If Tenant gives Landlord notice of Tenant's interest in leasing the ROFR Space within five three (3) business days after receipt of the ROFR Notice, the Parties shall enter into another amendment to the Lease Proposalcovering the ROFR Space, which, unless otherwise agreed by the Parties, shall: (i) have a written notice exercising term that is coterminous with the Right Lease; (ii) provide for Basic Monthly Rent for the ROFR Space at the same rate, on a per rentable square foot basis, as is payable for the Additional Space during the period concerned; provided, however, that the rentable square footage added to the Lease for the ROFR Space shall also include the rentable square footage of Refusal. Upon all corridors and hallways located on the third floor, which corridors and hallways shall be deemed usable square footage for the purposes of calculating such exerciserentable square feet; and (iii) provide for a tenant improvement allowance for the ROFR Space on a per usable square foot basis, Lessee shall automatically be obligated to lease from Lessordetermined by multiplying the TI Allowance per usable square foot by a fraction, beginning on such commencement date and extending through the numerator of which is the number of full calendar months left in the remaining Term as of this Leasethe commencement date for the ROFR Space, and the particular space covered by denominator of which is the Lease Proposal, upon the same terms as are set forth number of full calendar months in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially original Term for the same as contained in this Lease)Additional Space commencing on January 1, and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee2019. (bc) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more If either of the original Unencumbered following occurs: (i) within such three (3)-day period, Tenant either delivers notice to Landlord that Tenant elects not to lease the ROFR Space, and Lessee exercises its Right of Refusalor fails to deliver any written response to Landlord; or (ii) Tenant fails to enter into an amendment to the Lease within ten (10) business days after Tenant delivers notice to Landlord that Tenant elects to lease the ROFR Space, adding the ROFR Space to the Lease in a manner consistent with this Paragraph 5, then Lessee such right of first refusal with respect to the ROFR Space shall terminate and be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveno further force or effect.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor a) Exber hereby grants to Lessee a Barrick the right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions acquire (the "Right of First Refusal"):) the real property described in Exhibit A hereto (Exhibit E of the LOI) and the personal property including gaming equipment identified in Exhibit B hereto (Schedule 7 of the LOI) (collectively consisting of 5 pages) which shall be referred to collectively hereafter as the EC Property. Catagories or line items with lines drawn through them are excluded from the sale, the designation "PR" means prorated at Closing. b) This Right of First Refusal shall be exercisable in the event Exber receives and desires to accept a bona fide offer for the purchase, conveyance, assignment or other transfer of the EC Property (abut excluding any lending transaction) ("Proposed Transfer") from a third party unaffiliated with Exber, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Union Plaza Hotel and Casino, Inc., Union Plaza Operating Company, Inc. or ▇▇▇▇▇▇▇ South Corp. (hereinafter "Offeror") c) In the event Lessor desires Exber receives a Proposed Transfer offer, Exber shall have ten (10) days from its determination to lease any accept the Proposed Transfer offer to notify Barrick of the Unencumbered Space Proposed Transfer and to simultaneously therewith provide Barrick with the form of agreement the proposed buyer is offering that will be legally binding upon ▇▇▇▇▇▇▇'▇ execution and delivery, that contains all material terms, conditions and provisions of the Proposed Transfer acceptable to Exber, but excluding the offeror's identity (collectively the "Notice of Sale"). d) Barrick shall have a particular third party tenant, then Lessor shall first period of thirty (30) days from the date of receipt of the Notice of Sale to deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description Exber ▇▇▇▇▇▇▇'▇ written notice of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires its intent to exercise its Right of First Refusal for to acquire the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt EC Property. Simultaneously with providing notice of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails its intent to exercise its Right of First Refusal, Barrick shall also delivery to Exber ▇▇▇▇▇▇▇'▇ (its Assignee's or Designee's as defined hereafter) fully executed, authorized and legally binding acceptance of Exber's offer to sell the EC Property on the same terms and conditions as the Proposed Transfer, which shall include representations and warranties by Exber and Barrick in substantially the same as the representations and warranties contained in the Proposed Transfer. Barrick shall also, at such time as it delivers its notice of intent to exercise its Right of First Refusal and its acceptance of the offer, pay to Exber an amount equal to any deposit offered by the Offeror pursuant to the terms of the Proposed Transfer. e) Barrick shall have a period of thirty (30) days from the date of its receipt from Exber of all due diligence materials and information which Exber provided to the Offeror (but if not all due diligence materials are delivered at the same time to Barrick then 30 days from the delivery to Barrick of the last of the due diligence materials and information, including a preliminary title report pertaining to the Real Estate issued by Exber's title insurer) to conduct its due diligence investigation into the purchase of the EC Property under its Right of First Refusal. Exber shall provide Barrick with all and identical due diligence materials and information which the Offeror under the Proposed Transfer requested and/or received. f) The purchase price for the EC Property in the event Barrick exercises its Right of First Refusal as set forth above, then provided that Lessor enters into a lease agreement with herein shall be the proposed third party tenant upon substantially same amount payable on the same terms as were set forth the Proposed Transfer, notwithstanding the above in no event shall the Lease Proposal, then purchase price paid by Barrick be less than Twenty Million Dollars ($20,000,000). g) Closing on the particular space covered by purchase of the Lease Proposal shall thereafter be forever free of EC Property under the Right of First Refusal in all respects. Upon shall occur on the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes same time table as that provided in the security systems, shall be at the expense of LesseeProposed Transfer. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee a right of first refusal If at any time during the Term Term, ALLERGAN desires to enter into an agreement with any Third Party to market, promote and/or detail Elestat outside the Field of this LeaseUse in the Territory, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"):ALLERGAN agrees as follows: (a) 3.10.1 In the event Lessor desires that ALLERGAN and such Third Party reach agreement as to lease any the terms of such an agreement, whether in the Unencumbered Space to form of a particular third party tenant, then Lessor shall first deliver to Lessee, in writingproposed term sheet or non-binding letter of intent (collectively, a lease proposal “Proposal”) ALLERGAN agrees to promptly notify INSPIRE in writing of such Proposal, which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space notification shall include a complete description of the proposed lease, initialed by the prospective third party tenant terms of such Proposal (the "Lease Proposal"“Notice”). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days INSPIRE shall have [confidential treatment requested] after receipt of the Lease ProposalNotice to notify ALLERGAN if it is willing to enter into an agreement for such rights outside the Field of Use. During such [confidential treatment requested] period and, if INSPIRE notifies ALLERGAN of its willingness to enter into such an agreement on comparable or more favorable terms, ALLERGAN agrees to cease negotiations with the Third Party regarding the Proposal and INSPIRE and ALLERGAN shall promptly commence good faith negotiations, for a written notice exercising period of up to [confidential treatment requested], in an effort to reach a mutually acceptable definitive agreement for such marketing and promotion arrangement (a “Definitive Agreement”). 3.10.2 If, despite each party’s good faith efforts, ALLERGAN and INSPIRE are not able to reach agreement on and do not execute a Definitive Agreement within such [confidential treatment requested] period, ALLERGAN shall be free to enter into such an agreement regarding such licensing arrangement; provided, however, that the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of any agreement with a Third Party taken as a whole shall be no more favorable to such lease Third Party than the material terms and conditions last offered by Lessee INSPIRE during the parties’ good faith negotiations. 3.10.3 If INSPIRE fails to be substantially contact ALLERGAN within the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver [confidential treatment requested] period or notifies ALLERGAN that it does not wish to Lessor, at Lessor's option, either enter into an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern market, promote and/or detail Elestat outside the demising Field of such additional space Use in the Territory under any terms, ALLERGAN may proceed to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters enter into a lease an agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free Third Party signatory of the Right of Refusal in all respectsProposal or any other Third Party. Upon the leasing by Lessee of the additional spaceIf, the cost of erecting any additional privacy walls or privacy doorwayshowever, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.INSPIRE

Right of First Refusal. Provided If, after the earlier of (x) the date Tenant exercises its Expansion Right set forth in Section 39(a), or (y) the Expansion Right Expiration Date, Landlord intends to accept a written proposal (the “Pending Deal”) to lease any Available Space (as hereinafter defined) to any third party, Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”) of the existence of such Pending Deal, which Pending Deal Notice shall include the material business terms of such Pending Deal which Landlord intends to accept (“Pending Deal Terms”). For purposes of this Section 39(b), “Available Space” shall mean the balance of the space in the Building (excepting that Lessee certain approximately 20,000 rentable square feet leased as of the date of this Lease to The Scripps Research Institute), which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less from the date of the Pending Deal Notice and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Tenant shall be entitled to exercise its right under this Section 39(b) only with respect to the entire portion of the Available Space identified in Default the Pending Deal Notice (“Identified Space”). Within 5 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Identified Space. Tenant’s right to receive the Pending Deal Notice, and Tenant’s election to lease or not lease the Identified Space pursuant to this Section 39(b), is hereinafter referred to as the “Right of First Refusal.” If Tenant elects to lease the Identified Space by delivering a Space Acceptance Notice within the required 5 business day period, Tenant shall be deemed to agree to lease the Identified Space, and Landlord and Tenant shall enter into an additional new lease applicable to such Identified Space (the “ROFR Lease”). Except as modified by the Pending Deal Terms, such ROFR Lease shall be on the same terms and conditions as those set forth in this Lease; provided, however, that (i) Tenant shall not be entitled to any Rent Credit or any other abatement of Rent provided for under this Lease, Lessor grants (ii) the Identified Space shall not be subject to Lessee a right the Work Letter or the Expansion Space Work Letter, and (iii) the terms of first refusal during Sections 40, 41 and 42 shall not be applicable to the ROFR Lease. The term of the ROFR Lease shall be the term set forth in the Pending Deal Terms, which Tenant acknowledges and agrees may not be co-terminous with the Term of this LeaseLease with respect to the Premises. Such term of the ROFR Lease shall commence with respect to the Identified Space, and Tenant shall commence paying Base Rent and Operating Expenses in accordance with the Pending Deal Terms for the Identified Space, on the commencement date as set forth in the Pending Deal Terms. Tenant’s failure to deliver a Space Acceptance Notice to Landlord as required pursuant to the immediately preceding paragraph shall be deemed to be an election by Tenant not to exercise Tenant’s Right of First Refusal with respect to the Identified Space, in which case Tenant shall have no further rights under this Section 39(b) with respect to the Identified Space, and Landlord shall have the right to lease the Identified Space to any third party on any terms and conditions acceptable to Landlord. Notwithstanding the foregoing, Tenant’s Right of First Refusal shall be immediately restored, and Landlord shall deliver to Tenant an additional Pending Deal Notice in accordance with this Section 39(b), with respect to the Unencumbered Space, on the following terms and conditions Identified Space if (the "Right of Refusal"): (ai) In the event Lessor desires Landlord fails to enter into an agreement to lease any of the Unencumbered Identified Space to a particular third party tenant, then Lessor shall first deliver within 6 months after Landlord’s delivery to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description Tenant of the proposed leasePending Deal Notice applicable to such Identified Space (“Free Period”), initialed by or (ii) if at any time within such Free Period, Landlord intends to lease the prospective Identified Space to a third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal at an effective base rental rate for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt Identified Space which is less than 90% of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth effective base rental rate provided for in the Lease Proposal (with all other terms and conditions of Pending Deal Notice applicable to such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeIdentified Space. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided In the event that Lessee is not in Default of this Lease, Lessor grants to Lessee a right of first refusal during the Term, including any Option Term if properly exercised hereunder, Landlord receives a bona fide, arms-length, executed written offer (whether in the form of this Leasea letter of understanding, letter of intent or memorandum) from an unrelated third party to lease all or any portion of available Rentable Area of the Buildings which is contiguous to the Premises (“Expansion Space”) with terms which are acceptable to Landlord (“Space Offer”), Landlord shall provide Tenant written notice of the Space Offer (“Space Offer Notice”), which Space Offer Notice shall contain the terms and conditions with respect to the Unencumbered Expansion Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth including the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, term and any allowances. Tenant may lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are Expansion Space set forth in the Lease Proposal Space Offer Notice by performing both of the following: (i) Tenant shall provide Landlord with written notice within ten (10) business days after its receipt of the Space Offer Notice that Tenant agrees to lease the Expansion Space pursuant to all other the terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then Space Offer Notice (except for the particular space covered by Base Rent which shall be the Lease Proposal shall thereafter be forever free lower of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes Base Rent in the security systems, Space Offer Notice or the Base Rent payable pursuant to Paragraph 3.1 of this Lease) and the Expansion Space shall be at delivered in its “as-is, where-is” condition, unless otherwise agreed to in the expense Space Offer Notice (“Acceptance Notice”); and (ii) Tenant shall execute a reasonable amendment to this Lease for the Expansion Space with Landlord within ten (10) days after Landlord’s delivery of Lessee. such an amendment (b) “Expansion Space Amendment”). Notwithstanding the foregoing, if the particular space lease term in the Space Offer Notice is longer than the Term remaining under this Lease, Tenant shall, as a condition precedent to exercising its Acceptance Notice, extend the term of this Lease with respect to the original Premises so as to provide for concurrent lease termination dates for both the original Premises and the Expansion Space. If Landlord does not timely receive Acceptance Notice or the Expansion Space Lease, within the applicable time periods set forth in any Lease Proposal consists of 70% or more of above, Tenant’s right to lease the original Unencumbered Space, Expansion Space shall terminate and Lessee exercises its Right of Refusal, then Lessee Landlord shall be obligated free to lease from Lessor all the Expansion Space to a third party for which a Space Offer Notice was given and the right of the Unencumbered Space, on the terms and conditions described in (a) abovefirst refusal granted herein shall terminate.

Right of First Refusal. Provided that Lessee is not in Default of this Subject to Master Landlord’s consent required under the Master Lease, Lessor grants during the Sublease Term, provided there is (i) no Subtenant Default under this Sublease more than one (1) time during the immediately preceding 12 calendar months, and (ii) no Subtenant Default under this Sublease at the time of exercising the right of first refusal below, Subtenant shall have an ongoing or continuing right of first refusal to Lessee sublease any remaining portion of the Master Premises that Sublandlord decides to sublet (the “First Refusal Space”), subject to the following provisions: If, at any time during the Sublease Term, Sublandlord receives a bona fide offer or proposal from a third party (which offer or proposal is acceptable to Sublandlord) to sublease any First Refusal Space or a third party indicates to Sublandlord its acceptance or approval of a bona fide offer or proposal from Sublandlord to sublet any available First Refusal Space, Sublandlord shall give Subtenant written notice of the basic business terms and conditions upon which such third party is willing to sublease such available First Refusal Space (“First Refusal Notice”) and such First Refusal Notice shall describe or identify the applicable First Refusal Space and set forth the proposed term of sublease and the proposed rent payable for the First Refusal Space (which proposed base rent for the First Refusal Space shall be the same per square foot base rent as is payable by Subtenant under this Sublease with respect to the Subleased Premises). Subtenant shall have a right of first refusal during to lease such available First Refusal Space which is the Term subject of the First Refusal Notice on the same terms and conditions as set forth in the First Refusal Notice (except that the proposed base rent for the First Refusal Space shall be the same per square foot base rent as is payable by Subtenant under this Lease, Sublease with respect to the Unencumbered Space, on the following terms Subleased Premises) and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, otherwise on the terms and conditions set forth in this Sublease to the extent not inconsistent with the terms of the First Refusal Notice. Subtenant shall have ten (10) days upon receipt of the First Refusal Notice to give Sublandlord written notice of whether or not Subtenant desires to sublease such applicable First Refusal Space on the terms and conditions set forth in the First Refusal Notice. Subtenant’s failure to give such written notice within the ten (10) day period shall be deemed Subtenant’s waiver of this right of first refusal with respect to the First Refusal Space described or identified in the First Refusal Notice, and Sublandlord shall thereafter have the right to lease the First Refusal Space described in the First Refusal Notice, free and clear of any rights of Subtenant hereunder to anyone for a base rental rate per square foot which is not less than ninety percent (a90%) aboveof the base rental rate per square foot set forth in the First Refusal Notice delivered to Subtenant without first re-offering such applicable First Refusal Space to Subtenant. If, after Subtenant fails to timely exercise its right of first refusal hereunder with respect to any available First Refusal Space described in a First Refusal Notice, Sublandlord desires to lease such applicable First Refusal Space at a base rental rate per square foot that is less than ninety percent (90%) of the base rental rate per square foot set forth in the First Refusal Notice delivered to Subtenant, then such applicable First Refusal Space shall again be offered to Subtenant by a new First Refusal Notice hereunder at such lower base rental rate per square foot and/or such other terms and conditions. Moreover, if Sublandlord is unable to enter into a lease or sublease of the applicable First Refusal Space with another tenant at a base rental rate which is not less than ninety percent (90%) of the base rental rate per square foot set forth in the First Refusal Notice delivered to Subtenant within twelve (12) months following Sublandlord’s final communication with Subtenant concerning Subtenant’s subleasing of the First Refusal Space pursuant to Sublandlord’s First Refusal Notice, then the applicable First Refusal Space shall again be offered to Subtenant by a new First Refusal Notice to be given by Sublandlord to Subtenant. If, within the aforesaid ten (10) day period, Subtenant gives Sublandlord written notice of Subtenant’s desire to sublease such applicable First Refusal Space on the terms and conditions set forth in the First Refusal Notice given by Sublandlord to Subtenant, then Sublandlord shall prepare and deliver to Subtenant for execution by Sublandlord and Subtenant an amendment to this Sublease that incorporates the First Refusal Terms accepted by Subtenant and such other terms and conditions as the parties hereto may agree upon. Anything in this Section 22 to the contrary notwithstanding, Subtenant’s exercise of any right of first refusal above with respect to any First Refusal Space shall be void and of no force or effect if Subtenant is in default under this Sublease (beyond any applicable cure period) at the time Subtenant’s subletting of the applicable First Refusal Space (that is the subject of Subtenant’s exercise of such right of first refusal referred to in this paragraph) commences.

Right of First Refusal. Provided Each time prior to the date that Lessee is 12 months after the Second Expansion Premises Commencement Date (“ROFR Expiration Date”), that Landlord intends to accept a written proposal or deliver a counter proposal which Landlord would be willing to accept (the “Pending Deal”) to lease all or a portion of the ROFR Space (as hereinafter defined) to a third party, Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”) of the existence of such Pending Deal. For purposes of this Section 8(a), “ROFR Space” shall mean that certain space identified on Exhibit D attached to this Second Amendment, which is not in Default of this Lease, Lessor grants occupied by a tenant or which is occupied by a then existing tenant whose lease is expiring within 9 months or less and such tenant does not wish to Lessee renew (whether or not such tenant has a right to renew) its occupancy of first refusal during the Term of such space. Tenant shall be entitled to exercise its right under this Lease, Section 8(a) only with respect to the Unencumbered entire ROFR Space described in such Pending Deal Notice (“Identified Space”). Within 10 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Identified Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the Identified Space pursuant to this Section 8(a) is hereinafter referred to as the “Right of First Refusal.” If Tenant elects to lease the Identified Space by delivering the Space Acceptance Notice within the required 10 business day period, Tenant shall be deemed to agree to lease the Identified Space on the following same general terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by as the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt except that the terms of the Lease Proposalshall be modified to reflect the terms of the Pending Deal Notice for the rental of the Identified Space. Tenant acknowledges that the term of the Lease with respect to the Identified Space and the Term of the Lease with respect to the then-existing Premises may not be co-terminous. Notwithstanding anything to the contrary contained herein, in no event shall the Work Letter apply to the Identified Space. If Tenant fails to deliver a written notice exercising Space Acceptance Notice to Landlord within the Right of Refusal. Upon such exerciserequired 10 business day period, Lessee Tenant shall automatically be obligated deemed to have waived its rights under this Section 8(a) to lease from Lessor, beginning the Identified Space and Landlord shall have the right to lease the Identified Space to the third party subject to the Pending Deal (or an affiliate thereof) (“Pending Deal Party”) on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon substantially the same business terms as are and conditions set forth in the Lease Proposal (with all other terms and conditions Pending Deal Notice. If Tenant’s Right of such lease by Lessee First Refusal has not otherwise been waived pursuant to be substantially the same as contained in this LeaseSection 8(a), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Tenant’s Right of First Refusal shall expire and be of no further force or effect as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeROFR Expiration Date. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided In the event that Lessee at any time during the first two (2) years of the Term, Landlord receives a bona fide offer to lease any space on the second (2nd) floor of the Building ("FIRST REFUSAL SPACE") that Landlord desires to accept, Landlord shall give Tenant written notice ("FIRST REFUSAL NOTICE") of such offer. The First Refusal Notice shall set forth the offer and the terms thereof. On or before the date which is five (5) days after Tenant's receipt of the First Refusal Notice (the "ELECTION DATE"), Tenant shall deliver written notice to Landlord ("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall elect either to (i) lease the entire First Refusal Space described in the First Refusal Notice upon the terms set forth in the First Refusal Notice; (ii) decline to lease such First Refusal Space identified in the First Refusal Notice, specifying that such decline is not based upon the terms set forth in Default the First Refusal Notice, but upon Tenant's lack of this Leaseneed for such First Refusal Space, Lessor grants in which event Landlord may lease such First Refusal Space to Lessee a any entity on any terms Landlord desires and Tenant's right of first refusal during the Term of this Lease, with respect to the Unencumbered First Refusal Space specified in the First Refusal Notice shall thereupon terminate and be of no further force or effect; or (iii) decline to lease the First Refusal Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon specifying that such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, decline is based upon the same terms as are set forth in the Lease Proposal First Refusal Notice, in which event Tenant shall also specify in Tenant's Election Notice revised terms upon which Tenant would be willing to lease such First Refusal Space. If Tenant does not so respond in writing to the First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (with all other ii) above. If Tenant timely delivers to Landlord Tenant's Election Notice pursuant to clause (iii) above, Landlord may elect either to: (a) lease such First Refusal Space to Tenant upon the revised terms and conditions specified by Tenant in Tenant's Election Notice; or (b) lease the First Refusal Space to any person or entity upon any terms Landlord desires; provided, however, if (1) the terms of Landlord's proposed lease to said third party are more favorable in any material way to the third party than those terms proposed by Tenant in Tenant's Election Notice, or (2) the size of the First Refusal Space to be leased to such third party is less than the size of the First Refusal Space offered to Tenant, before entering into such third party lease, Landlord shall notify Tenant of such more favorable terms (or such reduced size) and Tenant shall have the right to lease the First Refusal Space upon such more favorable terms (or as to such reduced size) by Lessee delivering written notice thereof to Landlord within five (5) days after Tenant's receipt of Landlord's notice. If Tenant does not elect to lease such space from Landlord within said five (5) day period, Tenant shall be substantially deemed to have elected the same option described in clause (ii) above. In determining whether the terms of Landlord's proposed lease to a third party are more favorable to the third party than those terms proposed by Tenant in Tenant's Election Notice, all concessions shall be blended into an effective rental rate over the term of the proposed lease to said third party and such effective rental rate shall be compared with the effective rental rate of the terms proposed by Tenant in Tenant's Election Notice. If Tenant leases any First Refusal Space pursuant to this Section 1.4, as contained soon as reasonably possible after the Election Date, Landlord and Tenant shall enter into a lease incorporating the terms of Tenant's lease of the First Refusal Space. The right of first refusal set forth in this Lease)Section 1.4 shall be exercisable by the original Tenant and a Permitted Transferee only if the original Tenant or Permitted Transferee, and Lessee as applicable, occupies the entire Premises as of the date it exercises its right in accordance with the terms of this Section 1.4. Tenant shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern not have the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails right to exercise its Right right of Refusal first refusal if, as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee date of the additional spaceattempted exercise of such right by Tenant, Tenant is in default under this Lease after the cost expiration of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseeall applicable cure periods. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Before entering into a Lease at any time during the Term for space shown on Exhibit F (the "Additional Space") and so long as Lessee is not then in Default of default under this Lease, Lessor grants will notify Lessee in writing of the terms, including without limitation bona-fide amount of monthly rent, commencement date, additional rent, termination date, Lessee buildout, ("Rental Terms") and proposed tenant upon which Landlord intends to lease the Additional Space. If within fifteen (15) days after receipt of Lessor's notice, Lessee agrees in writing to lease the Additional Space upon the Rental Terms, Lessor and Lessee will execute a Lease Addendum for the Additional Space within fifteen (15) days after Lessor's receipt of Lessee's notice of intent. If Lessee shall elect to lease the additional space, Lessee shall lease the additional space upon the Rental Terms, and except for the Rental Terms all other conditions and terms of this Lease shall apply. If Lessee does not deliver its notice of intent to lease the Additional Space within such fifteen (15) day period, then this right of first refusal during will lapse and Lessor may lease the Term of this Lease, with respect to the Unencumbered Additional Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease or any of the Unencumbered Space portion thereof to a particular third party tenant, then on terms as may be negotiated between Lessor and such third party. This right of refusal shall first deliver to Lessee, in writing, a lease proposal which sets forth be for the rental rate, escalation provisions, term, tenant improvement provisions, commencement dateInitial Term, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal not for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeExtended Term. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is A. Subject only to the renewal options, expansion options, rights of first offer and rights of first refusal of other tenants in the Building granted by Landlord prior to the Effective Date (as listed on Exhibit L attached hereto and made a part hereof for all purposes) or which are included in any lease executed after the Effective Date as to which Tenant failed or elected not in Default to exercise its right of refusal under this LeaseSection 51, Lessor grants to Lessee Tenant shall have a continuing right of first refusal (the “Right of First Refusal”) during the Term of this Lease, with respect to any available space in the Unencumbered Building that is located on the eighth (8th) floor of the Building (“ROFR Space”); provided, however, if a Lease Offer (as hereinafter defined) includes the ROFR Space plus any other space in the Building (the “Excess Space”) and Landlord gives Tenant the option to lease the Excess Space in addition to the ROFR Space, on all as more particularly described in an Availability Notice (as hereinafter defined), then Tenant must also lease such Excess Space in order to exercise the following terms and conditions (the "Right of Refusal"):First Refusal granted herein. (a) B. In the event Lessor Landlord desires to accept an offer to lease any of the Unencumbered ROFR Space to a particular from any third party tenant(a “Lease Offer”), then Lessor shall first deliver to Lesseeas evidenced by a term sheet or letter of intent, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed signed by the prospective third third-party tenant prospect (subject to any confidentiality requirements of such third-party prospect prohibiting disclosure of its name), Landlord shall give Tenant written notice thereof (the "“Availability Notice”), which notice shall include the Lease Proposal")Offer. If Lessee desires such Availability Notice is delivered to exercise its Right Tenant, Tenant shall have three (3) business days from the date of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Availability Notice to either (i) irrevocably elect to lease said space under the Terms of the Lease ProposalOffer, a by delivering written notice exercising thereof (the Right of Refusal. Upon “Election Notice”) to Landlord within such exercisethree (3) business day period, Lessee shall automatically be obligated or (ii) notify Landlord that it does not desire to lease from Lessorsaid space. In the event Tenant (i) notifies Landlord that it does not desire to lease said space or (ii) fails to deliver the Election Notice to Landlord within said three (3) business day period, beginning on Tenant shall be deemed to have elected not to lease said space, and Landlord shall have a period of one hundred eighty (180) days thereafter to lease such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, ROFR Space to such third-party tenant prospect upon the same terms as are set forth in the Availability Notice, except that (i) the space actually leased may be greater or up to ten percent (10%) smaller than that set forth in the Lease Proposal Offer, and (ii) the lease may be different from the Lease Offer in other immaterial respects. If Landlord does not enter into such a lease of such ROFR Space with such third-party tenant prospect within said one hundred eighty (180) day period, or if Landlord desires to enter into a lease of the ROFR Space with another party or with such third-party tenant prospect in which (i) the space actually leased is more than ten percent (10%) smaller than the square footage specified in the Availability Notice or (ii) the lease terms vary in respects that are material (such as the addition of an early termination provision) or decrease the rent per square foot or other economic obligations of the tenant reflected in the Lease Offer, Tenant shall again have a right of refusal on such ROFR Space as set forth in this Section 51. C. If Tenant exercises a Right of First Refusal, then effective as of the date that is the earlier to occur of (1) the date Tenant occupies all other terms or any portion of the ROFR Space for the purpose of conducting its business therein, or (2) sixty (60) days following the date Landlord delivers possession of the ROFR Space to Tenant (the “ROFR Space Delivery Date”), such ROFR Space shall become a part of the Leased Premises, the annual Additional Rent and Base Rent per square foot of Net Rentable Area for such ROFR Space shall be equal to the Additional Rent and Base Rent stated in the Lease Offer, and such ROFR Space shall be subject to all of the terms, provisions and conditions of such lease by Lessee to be substantially the same as contained in this Lease), Lease Offer and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease Agreement, other than any terms, covenants and conditions that are expressly or by their nature inapplicable to govern such ROFR Space, except that (i) Base Rent and Tenant’s Additional Rent with respect to such ROFR Space shall commence to accrue on the demising earlier to occur of (1) the date Tenant occupies all or any portion of such additional space to LesseeROFR Space for the purpose of conducting its business therein, or a separate lease agreement (2) sixty (60) days after Landlord’s delivery of the ROFR Space to govern the demising of Tenant, (ii) such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then ROFR Space and any and all leasehold improvements therein will be provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. condition they exist (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.i.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee a The right of first refusal during set forth in Paragraph 5 of the Term of Second Amendment is deleted in its entirety. The provisions below in this Lease, Paragraph 6 replace said Paragraph 5 (with respect all changes to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"):said Paragraph 5 being underlined or marked). (a) In During the event Lessor Term, and provided that (i) the Lease is in full force and effect, (ii) Tenant is not in default under the Lease beyond the expiration of any applicable notice and cure period given to Tenant in the Lease, (iii) Tenant has not assigned the Lease or subleased all or any portion of the Premises under any then-existing sublease, and (iv) the right of first refusal described in this Paragraph 6 is not being exercised in connection with or for the purpose of facilitating any such assignment or sublease, if additional space (the “ROFR Space”) on (1) the first or second floors of the Building, or (2) after it is leased once following the full execution and delivery of this Amendment, on the fifth floor of the Building, is or becomes available for lease, and Landlord receives a request for proposal from a tenant that Landlord desires to accept to lease any the ROFR Space, or sends out (or has decided to send out) a bona fide proposal to a specific, bona fide prospective tenant to lease the ROFR Space, then Landlord shall give to Tenant written notice (the “ROFR Notice”) that Landlord is willing to enter into a lease with Tenant of the Unencumbered Space to a particular third party tenantROFR Space. (For purposes of this Paragraph 6, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the any space covered by a renewal, extension or expansion option existing in any tenant’s lease as of the Lease Proposaldate of the Lease, then Lessee must deliver any renewal or extension option given by Landlord to Lessorany then-existing tenant for its then-existing space, or any right of first offer or right of first refusal existing as of the date of the Lease, shall not be “available for lease” until after each such option or right has expired.) (b) If Tenant gives Landlord written notice of Tenant’s interest in leasing the ROFR Space within five three (3) business days after receipt of the ROFR Notice, the Parties shall enter into another amendment to the Lease Proposalcovering the ROFR Space, which, unless otherwise agreed by the Parties, shall: (i) have a written notice exercising term that is coterminous with the Right Lease; (ii) provide for Basic Monthly Rent for the ROFR Space at the same rate, on a per rentable square foot basis, as is payable for Suite 350 during the period concerned; provided, however, that if the effect of Refusal. Upon leasing such exerciseROFR Space is for Tenant to occupy an entire floor, Lessee the rentable square footage added to the Lease for the ROFR Space shall automatically be obligated to lease from Lessor, beginning also include the rentable square footage of all corridors and hallways located on such floor, which corridors and hallways shall be deemed usable square footage for the purposes of calculating such rentable square feet; provided further, however, that if the commencement date and extending through for such ROFR Space is prior to September 1, 2018, such amendment shall provide for Basic Monthly Rent at the rate of $25.63 per rentable square foot on an annual basis for such prior period; and (iii) provide for a tenant improvement allowance for the ROFR Space on a per usable square foot basis, determined by multiplying $10.00 per usable square foot by a fraction, the numerator of which is the number of full calendar months left in the remaining Term as of this Lease, the particular space covered by commencement date for the Lease Proposal, upon the same terms as are set forth in the Lease Proposal ROFR Space (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Leasebut not more than seventy-eight (78) months), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising denominator of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseewhich is seventy-eight (78) months. (bc) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more If either of the original Unencumbered following occurs: (i) within such three (3)-day period, Tenant either delivers written notice to Landlord that Tenant elects not to lease the ROFR Space, and Lessee exercises its Right of Refusalor fails to deliver any written response to Landlord; or (ii) Tenant fails to enter into an amendment to the Lease within ten (10) business days after Tenant delivers notice to Landlord that Tenant elects to lease the ROFR Space, adding the ROFR Space to the Lease in a manner consistent with this Paragraph 6, then Lessee such right of first refusal with respect to the ROFR Space shall terminate and be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveno further force or effect.

Right of First Refusal. Provided that Lessee is not in Default of this LeaseDuring the Lease Term, Lessor grants to Lessee Tenant shall have a right of first refusal during (each a “Right of First Refusal”) to lease rentable area located adjacent to the Term Premises as portions of this Leaseit become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the Unencumbered Spaceentire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on the following substantially similar terms and conditions (to those offered to Tenant in the "foregoing manner. Each Right of Refusal"): (a) In First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the event Lessor desires to lease any Lease at the date Landlord would otherwise notify Tenant of the Unencumbered offer concerning the Additional Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, or at any time thereafter and before commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, for the Additional Space. After Tenant validly exercises a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of First Refusal provided in this Lease, the particular space covered by parties shall execute an amendment to the Lease Proposal, upon adding the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to LesseeAdditional Space, or a separate new lease agreement to govern for the demising Additional Space, or such other documentation as Landlord shall require, promptly after Landlord shall prepare the same, confirm the leasing of such additional space Additional Space to Lessee. If Lessee fails to Tenant, but an otherwise valid exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of First Refusal contained in all respectsthis Lease shall be fully effective, whether or not such confirmatory documentation is executed. Upon If the leasing term of an Additional Space lease extends (including by Lessee an option timely exercised) beyond the Lease Term, then, (i) the Lease Term shall be extended to coincide with the term of the additional spaceAdditional Space Lease and (ii) Base Rent for the Premises from and after expiration of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the cost Right of erecting any additional privacy walls or privacy doorwaysFirst Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease of the Premises, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% assignee under a full or more a partial assignment of the original Unencumbered SpaceLease, and Lessee exercises its have any right to exercise a Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described First Refusal granted in (a) abovethis Lease.

Right of First Refusal. Provided Subject to the terms of this Section 39(a), the first time after the Commencement Date, if at all, that Lessee Landlord finalizes a written proposal with a third party (the “Pending Deal”) for the lease by such third party of all or a portion the ROFR Space (as hereinafter defined), Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”) of the existence of such Pending Deal, which Pending Deal Notice shall include the material terms of the Pending Deal. For purposes of this Section 39(a), “ROFR Space” shall mean the entire 1st or 2nd floor of the Building, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring or otherwise terminating within 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. For the avoidance of doubt, Tenant shall be required to exercise its right under this Section 39(a) with respect to all of the space described in Default the Pending Deal Notice, including, at Landlord’s option, any space in addition to the ROFR Space that is described in the Pending Deal Notice, which additional space shall be deemed to be included as part of the ROFR Space (the “Identified Space”). Within 5 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Acceptance Notice”) if Tenant elects to lease the Identified Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the Identified Space pursuant to this Section 39(a) is hereinafter referred to as the “Right of First Refusal”. If Tenant elects to lease the Identified Space described in the Pending Deal Notice by delivering the Space Acceptance Notice within the required 5 business day period, Tenant shall be deemed to agree to expand the Premises to include the Identified Space and to lease the Identified Space on the same general terms and conditions as this Lease except that the terms of this Lease, Lessor grants Lease shall be modified to Lessee a right reflect the terms of first refusal during the Pending Deal Notice for the rental of the Identified Space. Tenant acknowledges that the term of this Lease with respect to the Identified Space and the Term of this Lease, Lease with respect to the Unencumbered existing Premises may not be co-terminous. Notwithstanding anything to the contrary contained herein, in no event shall the Work Letter apply to the Identified Space. If Tenant fails to deliver an Acceptance Notice to Landlord within the required 5 business day period, on the following terms and conditions (the "Right of Refusal"): (aTenant shall be deemed to have forever waived its rights under this Section 39(a) In the event Lessor desires to lease any the Identified Space. Notwithstanding anything to the contrary contained herein, (i) if the terms of the Unencumbered Space Pending Deal with respect to which Landlord delivered Tenant a particular third party tenant, then Lessor shall first deliver to Lessee, Pending Deal Notice are revised in writing, a lease proposal which sets forth manner that would result in a net-effective rental rate of less than 90% of the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are rate set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to LesseePending Deal Notice, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee (ii) if Landlord fails to exercise its execute a lease for the Identified Space with the third party subject to the Pending Deal (or an affiliate thereof) within 6 months after the above-referenced 5 business day period, Tenant’s Right of Refusal as set forth aboveshall be restored with respect to the next Pending Deal with respect to such Identified Space. Notwithstanding anything to the contrary contained herein, then provided Tenant’s rights under this Section 39(a) shall terminate and be of no further force or effect after the date that Lessor enters into a lease agreement with is 9 months prior to the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free expiration of the Base Term if Tenant has not exercised its Extension Right of Refusal (as defined in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (bSection 40 below) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated pursuant to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveof Section 40.

Right of First Refusal. Provided that Lessee no Tenant Default under this Lease has occurred, or is not in Default continuing, at the time Tenant exercises its First Refusal Right (as defined herein) or upon the commencement of this Leasethe term for the ROFR Space (as defined herein), Lessor grants to Lessee a right of first refusal if during the first eighteen (18) months of the initial Term of this Lease, space on the sixth floor of the Building contiguous to the Premises and labeled as the ROFR Space on Exhibit A attached hereto consisting of 3,270 rentable square feet is available to lease (hereinafter the “ROFR Space”) prior to Landlord agreeing to lease the same space to any third party pursuant to a bona fide letter of intent acceptable to Landlord, Landlord shall offer to lease all and not a portion of such space to Tenant upon the same terms and conditions as proposed by such third party (the “First Refusal Right”). The rental rate for the ROFR Space shall be the same as that proposed by such third party. Tenant shall have a period of five (5) business days after receipt of Landlord’s notice in which to accept the Landlord’s offer. If Tenant does not exercise its rights with respect to the Unencumbered Space, on ROFR Space by accepting the following terms and conditions (in Landlord’s notice prior to the "Right of Refusal"): (a) In the event Lessor desires to lease any expiration of the Unencumbered foregoing time period, then Tenant’s First Refusal Right and Landlord’s obligations hereunder shall automatically terminate and Tenant shall have no further First Refusal Right hereunder, and Landlord may thereafter lease the ROFR Space to a particular any third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal")party. If Lessee desires Tenant elects to exercise its Right of Refusal for rights hereunder by timely accepting the space covered by the Lease Proposalterms in Landlord’s notice, then Lessee must deliver to LessorLandlord and Tenant shall, within five fifteen (15) calendar days after receipt of such election, execute and deliver an amendment to this Lease in a form mutually agreeable to the Lease Proposal, a written notice exercising parties which shall specifically include comparable furniture at Landlord’s expense as is to be provided under the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term terms of this Lease, the particular space covered by the Lease Proposal, upon the same terms and as are set forth more fully described in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise attached Exhibit H. Tenant when exercising its First Refusal Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor hereunder must accept all of the Unencumbered SpaceROFR Space offered and may not elect to lease only a part thereof. It is expressly acknowledged and agreed to by the parties hereto that Tenant’s First Refusal Right hereunder shall automatically expire upon the expiration of the eighteenth (18th) month of the initial Lease Term, on unless otherwise terminated in accordance with the terms of this Paragraph 49. The rights granted to Tenant hereunder are personal to Tenant and conditions described shall not be assignable without Landlord’s prior written consent, which Landlord may hold in (a) aboveits sole and absolute discretion.

Right of First Refusal. Provided that Lessee is not in Default of If Radius receives a bona fide written offer (a “Third Party Offer”) from any person dealing at arm’s length with Radius to purchase the Royalty (the “Offered Interest”), which Radius either wishes to accept or has accepted conditional on and subject to this Lease, Lessor grants to Lessee a right of first refusal during refusal, Radius shall promptly give notice of the Term Third Party Offer (the “Notice of Offer”) to Focus Cayman and comply with this LeaseSection 6.1. The Notice of Offer must contain a copy of the Third Party Offer, with disclose the identity of the person making the Third Party Offer (the “Third Party Offeror”) and provide evidence sufficient to establish that the Third Party Offeror has the power and capacity, including the financial capacity, to complete the purchase of the Offered Interest. If the Third Party Offer provides for any non-cash consideration to be paid to Radius in respect of the Offered Interest, the Notice of Offer must specify Radius’s good faith estimate of the cash equivalent value of such non-cash consideration. Upon the Notice of Offer being given, Focus Cayman will have the right to purchase all, but not less than all, of the Unencumbered Space, on Offered Interest at the following same price and upon the same terms and conditions as are contained in the Third Party Offer, subject to paying the aforesaid cash equivalent in lieu of any non-cash consideration (the "Right of Refusal"):“ROFR Consideration”). (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee Focus Cayman desires to exercise its Right right to purchase all of Refusal the Offered Interest as contemplated by Section 6.1, it will give notice of such desire (the “ROFR Exercise Notice”) to Radius within 30 Business Days of having been given the Notice of Offer. The giving of the ROFR Exercise Notice shall constitute a legally binding agreement between Focus Cayman and Radius for the space covered sale by the Lease Proposal, then Lessee must deliver Radius to Lessor, within five days after receipt Focus Cayman of the Lease Proposal, a written notice exercising Offered Interest in accordance with the Right terms set out in the Third Party Offer (subject to Focus Cayman paying the ROFR Consideration in lieu of Refusal. Upon such exercise, Lessee shall automatically any non-cash consideration) which sale transaction will be obligated to lease from Lessor, beginning completed on the date therein provided (or on such commencement other date as Focus Cayman and extending through the remaining Term of this Lease, the particular space covered Radius shall agree) by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free delivery of the Right Offered Interest by Radius to Focus Cayman with good title, free and clear of Refusal in all respects. Upon Encumbrances arising on or after the leasing date Radius received such Third Party Offer against payment by Lessee Focus Cayman to Radius of the additional spaceROFR Consideration by bank wire transfer, the cost of erecting any additional privacy walls certified cheque or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseebank draft. (b) Notwithstanding If Focus Cayman does not give the foregoingROFR Exercise Notice in accordance with the provisions of Section 6.1(a), if the particular space set forth in any Lease Proposal consists right of 70% or more Focus Cayman to purchase the Offered Interest will terminate and Radius may sell all, but not less than all, of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated Offered Interest to lease from Lessor all the Third Party Offeror in accordance with the terms of the Unencumbered SpaceThird Party Offer at any time within 60 Business Days after the expiry of the 30 Business Day period specified in Section 6.1(a). If the Offered Interest is not so sold within such 60 Business Day period on such terms, on the terms and conditions described in (a) aboverights of the parties pursuant to this Section 6.1 will again take effect with respect thereto.

Right of First Refusal. 30.1 Provided that Lessee Tenant is not in Default of this default under the Lease, Lessor grants to Lessee beginning on the Commencement Date, Tenant shall have a continuing right of first refusal during (“ROFR”) to lease any space within the Term Building or the Project (the “ROFR Premises”), under the same terms and conditions as Landlord has agreed (subject to the ROFR Option) to lease the given ROFR Premises (the “ROFR Option”). Once the Building and the Project is fully occupied, the ROFR Option will not apply to any rights of this Leaseexisting tenants of the Building or the Project to lease or renew its current or additional space in the Building or the Project. or the Project 30.2 If Landlord plans to lease any portion of die ROFR Premises, Landlord shall promptly notify Tenant in writing of the rental rate and of all other material terms and conditions that Landlord has agreed with a third-party, subject to the ROFR Option, for a lease of that space, including any tenant improvement allowance, rental rate, and other terms (the “ROFR Notice”). Upon receipt of the ROFR Notice, Tenant shall have fifteen (15) days thereafter within which to elect to exercise its right to lease the ROFR Premises (the “Option Period”) by written notice of Tenant’s exercise of the ROFR Option to Landlord within the Option Period (the “Acceptance Notice”). If Tenant does not timely respond to the ROFR Notice within the Option Period, Tenant shall be deemed to have rejected the ROFR Option with respect to the Unencumbered Spacetenant leasing such ROFR Premises (“ROFR Tenant”) and Tenant’s rights related to the ROFR Option shall thereafter be null and void with respect to that ROFR Tenant only, provided that Landlord and the ROFR Tenant enter into a lease for the ROFR Premises on the following same terms and conditions (as contained in the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal")ROFR Notice. If Lessee desires to exercise its Right of Refusal for Tenant exercises the space covered ROFR Option by timely delivering the Lease ProposalAcceptance Notice, then Lessee must deliver to LessorTenant and Landlord shall, within five sixty (60) days after Landlord’s receipt of the Lease ProposalAcceptance Notice, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either enter into an Amendment amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement is substantially in accordance with the proposed third party tenant upon substantially terms and conditions of the same ROFR Notice; provided, however, that the term of the lease for the ROFR Premises will be co-terminus with this Lease and, to the extent it does not conflict with the terms as were and conditions set forth in the ROFR Notice, the lease of the ROFR Premises shall be otherwise substantially consistent with the form of this Lease Proposaland the terms and conditions set forth in this Lease. 30.3 Tenant’s decision to exercise or not exercise the ROFR Option shall have no effect on Tenant’s other obligations and rights under this Lease. 30.4 Tenant’s rights to the ROFR Option are personal to Tenant. Except with respect to a Permitted Transfer, then Tenant may not, directly or indirectly, voluntarily or by operation of law, sell, assign, pledge, or otherwise transfer or hypothecate all or part of its ROFR rights without the particular space covered prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. EXECUTED this 5th day of February, 2018. IGX Brushy Creek, LLC, Hyliion Inc., a Texas limited liability company a Delaware corporation By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ Van de Vere ▇▇▇ ▇. ▇▇▇▇▇, Manager ▇▇▇▇ Van de Vere, VP Finance & CFO Lots 1 and 2, REPLAT OF BMC LUMBER SUBDIVISION NUMBER TWO, according to the map or plat thereof, recorded in Document No. 2013063845, Official Public Records, ▇▇▇▇▇▇▇▇▇▇ County, Texas. All references in this Work Letter to Articles or Paragraphs of “this Lease” shall mean the relevant portions of the Lease to which this Work Letter is attached as Exhibit B, and all references in this Work Letter to Sections of “this Work Letter” shall mean the relevant portions of this Work Letter. 1. Landlord and Tenant agree as follows: (a) Tenant shall complete finished and detailed construction drawings for Tenant’s layout and finish out (except for Tenant’s Improvements) of the Premises, ceiling, telephone and electrical outlets, restrooms, finish schedule, and other work to be done by the Lease Proposal shall thereafter be forever free of Landlord (or Landlord’s contractors) hereunder (the Right of Refusal “Construction Drawings”), in all respects. Upon accordance with the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseepreliminary plans attached hereto as Exhibit ▇-▇. (b) Notwithstanding Landlord shall review and modify the foregoingConstruction Drawings, if the particular space set forth in any Lease Proposal consists as necessary, to include mechanical plans where necessary for installation of 70% or more of the original Unencumbered Spaceair conditioning system and duct work, heating, electrical facilities, and Lessee exercises its Right all other utilities, including the installation of Refusal, then Lessee shall meters or submeters for all utilities as may be obligated required by Landlord. (e) Landlord reserves the right to lease from Lessor all of require the Unencumbered Space, on Plans (as defined herein) and the terms and conditions described in ensuing construction to (ai) aboveconform to a materials list and/or tenant finish package provided by Landlord and/or (ii) to meet building standard requirements.

Right of First Refusal. Provided that Lessee the Lease is not in Default full force and effect and no event of this Leasedefault (beyond all applicable grace and notice and cure periods) shall exist under the Lease at the time, Lessor grants to Lessee Tenant shall have a one-time right of first refusal during (the Term “Right of First Refusal”) to lease the space on the third (3rd) floor of the Building commonly known as Suite 350 as shown on Exhibit G attached hereto (the “RoFR Space”) as such space becomes available for rent. Such Right of First Refusal shall be subject to and subordinate to all options and rights of existing tenants of the Building, including but not limited to renewal and expansion options and rights. Landlord shall notify Tenant in writing promptly upon receipt of an offer acceptable to Landlord to lease the RoFR Space, and such written notice shall include a summary of all material economic terms of the lease offer. Within five (5) business days after such notice, time being of the essence, Tenant shall give Landlord a written notice that it either will or will not enter into an amendment to this LeaseLease with Landlord for the RoFR Space on the terms presented by Landlord to Tenant. In the event that ▇▇▇▇▇▇’s notice provides that it will not enter into an amendment for the RoFR Space on the terms presented by Landlord to Tenant, or if Tenant fails to give Landlord the notice of its decision respecting the RoFR Space within the above-stated five (5) business day period, then Landlord shall be entitled to proceed to lease the RoFR Space to the third party free and clear of Tenant’s Right of First Refusal and such right shall be deemed forever terminated with respect to the Unencumbered Space, on RoFR Space described in the following terms and conditions (the "Right of Refusal"): (a) notice from Landlord. In the event Lessor desires that ▇▇▇▇▇▇ gives Landlord a notice as required above that Tenant wishes to lease any of the Unencumbered RoFR Space to a particular third party tenantfrom Landlord, then Lessor Tenant shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant have fifteen (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five 15) days after ▇▇▇▇▇▇’s receipt of the Lease Proposal, Landlord’s amendment draft within which to sign a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment mutually acceptable amendment to this Lease to govern in a mutually acceptable manner by adding the demising of such additional RoFR Space. All space to Lessee, or a separate lease agreement to govern taken under the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of First Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the identical economic terms and conditions described in (a) aboveto those of the then proposed lease offer, including square footage, length of term, rental rate, operating cost base year or expense stop, and tenant build-out allowance. The Right of First Refusal granted herein shall be personal to Tenant and, except for a Permitted Transfer, shall not be utilized by any assignee or sublessee approved and/or permitted under Paragraph 16 of the Lease.

Right of First Refusal. Provided that Lessee is not in no Event of Default of exists under this LeaseLease after any applicable cure period has expired, Lessor grants to Lessee Tenant shall have a continuing right of first refusal (the "RIGHT OF REFUSAL") to lease any space on the 6th or the 8th floors of the Building which is available during the Lease Term (a "RIGHT OF REFUSAL SPACE"). Landlord shall offer any Right of this Lease, with respect Refusal Space to the Unencumbered Space, Tenant on the following same terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires as those proposed to lease any of the Unencumbered Space to a particular and accepted by an interested third party tenant(inclusive of a tenant improvement allowance, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the base year and rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed ) pro rated to reflect a coterminous lease, initialed by the prospective third party tenant . Tenant shall have two (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five 2) business days after receipt of the Lease Proposal, a Landlord's written notice exercising in which to exercise the Right of Refusal. Upon If Tenant has not responded to Landlord within such exercise2-day period, Lessee then Tenant shall automatically be obligated deemed to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails have elected not to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respectsRefusal. Upon If Tenant elects not to exercise the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee Landlord shall have one hundred eighty (180) days during which to execute a lease with any third party for the Right of Refusal Space at materially the same terms offered to Tenant without again offering such the Right of Refusal Space to Tenant. Notwithstanding anything to the contrary herein, if Tenant exercises its Right of First Refusal prior to June 30, 1999, the terms shall be obligated to lease from Lessor all of the Unencumbered Space, on the same terms and conditions described as set forth in (athis Lease. The parties acknowledge and agree that if Tenant exercises any of the options set forth above, this Lease shall be amended, as of the date of the exercise of option to reflect the exercise of such option. Notwithstanding anything set forth herein to the contrary, if Tenant exercises the Right of First Refusal, Right of First Offer or Option to Expand during months 85 to 120 of the Lease Term, then Tenant also must exercise its Option to Extend by the Option Exercise Date as set forth in Article 1(g) abovehereof.

Right of First Refusal. (a) Provided that Lessee (i) no default has occurred and is not then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein or a Permitted Transferee remains in Default possession of this Leaseand has been continuously operating in the entire Leased Premises throughout the Lease Term, Lessor grants and subject to Lessee any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have a on-going right of first refusal during (“Refusal Option”) to lease additional space in the Term of this Lease, with respect Building located contiguous to the Unencumbered Leased Premises as shown crosshatched on the attached Exhibit G (“Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, on Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the following material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have five (5) days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Refusal Space to the bona fide offeror or any other third party. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms Bona Fide Offer and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseeherein. (b) Notwithstanding If Tenant shall exercise the foregoingRefusal Option, if the particular space set forth in any parties shall enter into an amendment to this Lease Proposal consists of 70% or more of adding the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated Refusal Space to lease from Lessor all of the Unencumbered Space, on Leased Premises upon the terms and conditions described set forth herein and making such other modifications to this Lease as are appropriate under the circumstances. If Tenant shall fail to enter into such amendment within ten (10) days following Tenant’s exercise of the Refusal Option, then Landlord may terminate this Refusal Option, by notifying Tenant in (a) abovewriting, in which event this Refusal Option shall become void and of no further force or effect, and Landlord shall thereafter be free to lease the Refusal Space to the bona fide offeror or any other third party. 9. Incorporation of Section 16.17. Option to Expand. The following is hereby incorporated as Section 16.17 of the Lease:

Right of First Refusal. Provided that Lessee is not in Default Subject to then-existing renewal or expansion options or other preferential rights of this LeaseQualtrics, Lessor grants to Lessee LLC, its successors, assigns and subtenants (collectively, the “Priority Tenant”), if Landlord receives an offer from a right of first refusal during third party (other than the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions then-current tenant or occupant therein) (the "Right of Refusal"): (aa “Third Party Offer”) In the event Lessor desires to lease any of the Unencumbered space designated on Exhibit A hereto (the “Refusal Space”) and Landlord is willing to accept the terms of such Third Party Offer and the Priority Tenant does not timely exercise its rights of first refusal with respect thereto (or, if the Priority Tenant timely exercises its rights but fails to satisfy all the conditions precedent to the Priority Tenant’s rights to lease the space which is the subject of the Third Party Offer), Landlord shall offer to lease to Tenant the Refusal Space to a particular third party tenant, then Lessor on the same terms and conditions as the Third Party Offer; such offer shall first deliver to Lessee, (a) be in writing, a lease proposal which sets forth (b) specify the rental ratepart of the Refusal Space being offered to Tenant hereunder (the “Designated Refusal Space”), escalation provisions, term, tenant improvement provisions, commencement date(c) specify the rent to be paid for the Designated Refusal Space, and lease space description (d) contain the basic terms and conditions of the proposed lease, initialed by Third Party Offer and the prospective third party tenant date on which the Designated Refusal Space shall be included in the Premises (the "Lease Proposal"“Refusal Notice”). If Lessee desires The Refusal Notice shall be substantially similar to exercise its Right of the Refusal for Notice attached to this Exhibit. Tenant shall notify Landlord in writing whether Tenant elects to lease the space covered by Designated Refusal Space subject to the Lease Proposal, then Lessee must deliver to LessorThird Party Offer on the same terms and conditions as the Third Party Offer in the Refusal Notice, within five ten business days after receipt of Landlord delivers to Tenant the Lease Proposal, a written notice exercising the Right of RefusalRefusal Notice. Upon such exercise, Lessee shall automatically be obligated If Tenant timely elects to lease from Lessorthe Designated Refusal Space within such ten business day period, beginning on such commencement date Landlord and extending through the remaining Term of Tenant shall execute an amendment to this Lease, effective as of the particular space covered by date the Lease ProposalDesignated Refusal Space is to be included in the Premises, upon on the same terms as are this Lease except (1) the Basic Rent and parking charges shall be the amounts specified in the Refusal Notice, (2) the term for the Designated Refusal Space shall be that specified in the Refusal Notice, (3) Tenant shall lease the Designated Refusal Space in an “AS-IS” condition, (4) Landlord shall not be required to perform any work therein, (5) Landlord shall not provide to Tenant any allowances other than those contained in the Third Party Offer (e.g., moving allowance, construction allowance, and the like) if any, and (6) other terms set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement which are inconsistent with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, Notice shall be at the expense of Lessee. (b) modified accordingly. Notwithstanding the foregoing, if the particular Refusal Notice includes space in excess of the Refusal Space, Tenant must exercise its right hereunder, if at all, as to all of the space contained in the Refusal Notice. To the extent that multiple tenants have rights to lease the Refusal Space, Landlord may elect to deliver a Refusal Notice to Tenant and such third party tenants at the same time, and if both Tenant and another third party tenant accept the Refusal Notice, the party with the superior rights shall prevail. Landlord represents to Tenant that the Priority Tenant is the only party that has a right to lease the Refusal Space which is superior to Tenant’s right to lease the Refusal Space as set forth in any Lease Proposal consists of 70% this Exhibit. If Tenant fails or more is unable to timely exercise its right hereunder with respect to the Designated Refusal Space, such right shall lapse, time being of the original Unencumbered essence with respect to the exercise thereof (it being understood Tenant’s right hereunder is a one-time right only as to each Designated Refusal Space the first time it is offered to Tenant hereunder), and Landlord may lease all or a portion of the Designated Refusal Space to third parties on such terms as Landlord may elect. For purposes hereof, if a Refusal Notice is delivered for less than all of the Refusal Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Refusal Space, such remaining portion of the Refusal Space shall thereafter be excluded from the provisions of this Exhibit. Unless otherwise agreed in writing by Landlord and Lessee exercises its Right of RefusalTenant’s real estate broker, then Lessee in no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Exhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through or under the indemnifying party. Tenant’s rights under this Exhibit shall terminate, at Landlord’s option, if (a) an Event of Default exists as of the date of Tenant’s exercise of its rights under this Exhibit or as of the effective date of the addition of the Designated Refusal Space to the Premises, (b) this Lease or Tenant’s right to possession of any of the Premises is terminated, (c) Tenant assigns its interest in this Lease or sublets any portion of the Premises other than to a Permitted Transferee, (d) Tenant fails to lease from Lessor all Landlord at least 80% of the Unencumbered Spacerentable square feet leased to Tenant as of the Lease Date, (e) Landlord determines, in its sole but reasonable discretion, that Tenant’s financial condition or creditworthiness has materially deteriorated since the Lease Date, (f) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant’s exercise thereof, or (g) less than two full calendar years remain in the initial Term of this Lease. Tenant’s rights under this Exhibit shall not apply to leases that allow tenants in the Building to use such space as unfinished storage area and other temporary leases to provide temporary space to tenants that ultimately will occupy other space in the Building on a permanent basis, any management space, tenant relocation space and other building space/amenities (conference center, fitness center, etc.), including without limitation any Refusal Space that Landlord elects, in its sole discretion, to convert into common area or amenities. DIRTT Environmental Solutions, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Lease Agreement (the “Lease”) dated March 4, 2020, between TENNYSON CAMPUS OWNER, LP, a Delaware limited partnership (“Landlord”), and DIRTT ENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation (“Tenant”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Lease. Ladies and Gentlemen: Pursuant to the Right of First Refusal attached to the Lease, this is a Refusal Notice on Suite . The basic terms and conditions described are as follows: LOCATION: SIZE: rentable square feet BASIC RENT RATE: Initially, $ per rentable square foot in the Designated Refusal Space, with % annual increases TERM: IMPROVEMENTS: COMMENCEMENT: PARKING TERMS: OTHER MATERIAL TERMS: Under the terms of the Right of First Refusal, you must exercise your rights, if at all, as to the Designated Refusal Space on the depiction attached to this Refusal Notice within ten business days after Landlord delivers such Refusal Notice. Accordingly, you have until 5:00 p.m. local time on , 20_, to exercise your rights under the Right of First Refusal and accept the terms as contained herein, failing which your rights under the Right of First Refusal shall terminate and Landlord shall be free to lease the Designated Refusal Space to any third party. If possible, any earlier response would be appreciated. Please note your acceptance of this Refusal Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Refusal Notice including the inclusion of the Designated Refusal Space in the Premises; provided, however, the failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Refusal Space in the Premises in accordance with this Refusal Notice. THE FAILURE TO ACCEPT THIS REFUSAL NOTICE BY (aA) aboveDESIGNATING THE “ACCEPTED” BOX, AND (B) EXECUTING AND RETURNING THIS REFUSAL NOTICE TO LANDLORD WITHOUT MODIFICATION WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF TENANT’S RIGHTS I-3 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4812-0074-7958.V2 UNDER THE RIGHT OF FIRST REFUSAL, AND TENANT SHALL HAVE NO FURTHER RIGHTS TO THE DESIGNATED REFUSAL SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF THIS REFUSAL NOTICE. Should you have any questions, do not hesitate to call. Sincerely, TENNYSON CAMPUS OWNER, LP, a Delaware limited partnership By: Tennyson Campus Owner GP, LLC, a Delaware limited liability company, its general partner By: Name: Title: [please check appropriate box] ACCEPTED☐ REJECTED☐ DIRTT ENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation By: Name: Title: Date: Enclosure [attach depiction of Designated Refusal Space]

Right of First Refusal. Provided that Lessee is not in Default default under the Lease, and provided further that Lessee meets or exceeds the Net Worth Threshold (as hereinafter defined), Lessee shall have an ongoing right of first refusal on all vacant space in the Building (the “ROFR Space”), subject to the provisions set forth in this Paragraph 46. Lessor represents and warrants that as of the date of this Lease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect there are no existing rights as to the Unencumbered ROFR Space, on the following terms and conditions . Upon receipt of written notice from Lessor (the "Right of Refusal"): (a“ROFR Notice”) In the event Lessor desires that a third party has made a bona fide offer to lease any of the Unencumbered aforementioned ROFR Space to a particular third party tenant, then that Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposalaccept, then Lessee must deliver shall respond to Lessor, Lessor within five seven (7) days after receipt of the ROFR Notice whether it intends to lease the ROFR Space upon the terms of this Lease Proposal(including the Base Rent and additional rent in effect for the Premises at the time Lessee receives the ROFR Notice), except that any improvement costs or allowances, free rent and other concessions provided for with respect to the initial Premises shall be adjusted on a written notice exercising pro rata basis to reflect a shorter term for such ROFR Space as compared with the Right of Refusalterm for the initial Premises. Upon If Lessee indicates that it will not lease such exerciseROFR Space offered, or otherwise fails to notify Lessor within such seven (7) day period that Lessee will lease such ROFR Space at such terms, then Lessor may proceed to lease it to such third-party and Lessee shall automatically be obligated have waived its right of first refusal as to lease from Lessorsuch portion of the ROFR Space set forth in the ROFR Notice, beginning on such commencement date and extending through but Lessee’s right of first refusal shall remain in effect for the remaining Term vacant ROFR Space in the Building. If Lessee indicates that it will lease such ROFR Space upon the terms of this Lease, then Lessee’s response must include an audited financial statement, and such other financial documentation as is reasonably acceptable to Lessor, that shows that Lessee has a tangible net worth of no less than $75,000,000.00 for the particular space covered first 25,000 rentable square feet in the ROFR Space (with such $75,000,000.00 adjusted proportionately if the ROFR Space is less than or greater than 25,000 rentable square feet), and for any ROFR Space in excess of Tenant’s initial 25,000 rentable square foot expansion, Tenant must satisfy the foregoing $75,000,000.00 in tangible net worth for every 25,000 rentable square feet plus demonstrate to Landlord that Tenant produced a positive EBITDA for the two consecutive quarters directly preceding the date Lessee receives a ROFR Notice (the “Net Worth Threshold”). If Lessee does not satisfy the Net Worth Threshold, or otherwise fails to include the foregoing financial documentation with its notice to Lessor, then Lessee shall not be permitted to exercise its right of first refusal with respect to such ROFR Space offered. If Lessee indicates that it will lease such ROFR Space upon the terms of this Lease, and Lessee satisfies the Net Worth Threshold, then Lessee and Lessor shall execute an amendment to this Lease for such ROFR Space within ten (10) business days after Lessee notifies Lessor of its intention to lease such ROFR Space. The term for the ROFR Space shall be coterminous with the term of this Lease with respect to the then-existing Premises, provided, however, in the event that there are less than ten (10) years remaining on the then-current Lease term at the time Lessor delivers the ROFR Notice to Lessee, then Lessee’s exercise of its right to lease any such ROFR Space shall be contingent upon Lessee extending the term of this Lease so that at least ten (10) full years remain after the commencement of Lessee’s lease of the ROFR Space. Any such extension of this Lease required by this Paragraph 46 shall be governed by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained this Lease. Notwithstanding anything in this Lease)Paragraph 46 to the contrary, and Lessee Tenant shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern not have the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails right to exercise its Right right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with first refusal if the proposed third party tenant upon substantially addition of the same terms as were set forth ROFR Space to the then-current Premises would cause Tenant to occupy more than thirty-three percent (33%) of the rentable square footage in the Lease ProposalProject (the “Occupancy Cap”); provided, then however, Landlord and Tenant stipulate that an addition to the particular space covered by current Premises of up to 25,000 rentable square feet shall not be deemed to exceed the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeOccupancy Cap. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee a right of first refusal If at any time during the Term, as extended by the valid exercise of an option to extend the Term {"ROFR Period"), Landlord determines to offer the Premises for sale, then Landlord shall offer to sell the Premises to Tenant at the rate and upon the terms and conditions proposed by Landlord and pursuant to the purchase and sale agreement form forwarded therewith ("Proposed Agreement"). Tenant shall have 15 days following the service of this LeaseLandlord's written offer of the ROFR on Tenant to accept or reject such offer by serving Landlord with written notice of Tenant's decision. If Tenant rejects the ROFR offer, proposes to vary any of the terms and conditions of Landlord's ROFR offer by means of counter-offer or otherwise, or fails to accept or reject the ROFR offer within such 15 day period, then such failure, proposal to vary terms or rejection shall be deemed an irrevocable rejection "of Landlord's offer and the ROFR offer shall expire and be of no further force and effect, Landlord shall thereafter have the right to sell the Premises to any third party pursuant to the terms and conditions set forth in the ROFR offer, or on any other terms and conditions, without any obligation to offer the same to Tenant, except as specifically provided below. In the event Tenant rejects the ROFR offer, and thereafter Landlord desires to enter into an agreement to sell the Premises for a purchase price which is 10% or more favorable with respect to the Unencumbered Spacepurchase price to the proposed buyer than the ROFR offer ("Amended ROFR offer"), on Landlord shall not enter into such agreement without first offering the following Amended ROFR offer to Tenant upon the more favorable terms and conditions (conditions. For example, if the "Right of Refusal"): (a) In \ ROFR offer is to sell the event Lessor Premises to Tenant for $4,000,000, and Tenant does not accept the ROFR offer, and thereafter Landlord desires to lease any sell the Premises to a third party for $3,500,000, Landlord shall first be required to offer the Premises to Tenant for $3,500,000 since such amount is more than 10% less than the original ROFR offer. In such event, Tenant shall have 10 days to accept or reject the Amended ROFR offer by serving Landlord written notice of Tenant decision. The terms and provisions contained herein concerning Tenant's acceptance or rejection of the Unencumbered Space of-the initial ROFR offer, or Landlord's failure to a particular third party tenantoffer same to Tenant as required herein, shall also apply to the Amended ROFR offer. If Tenant accepts in writing the ROFR offer (or, if applicable, the Amended ROFR offer) as provided above, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description within 15 days after Tenant's acceptance of the proposed leaseROFR offer, initialed Landlord and Tenant shall execute the Proposed Agreement." If this document is executed in counterparts, each counterpart shall be deemed an original. Except to the extent modified by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this LeaseThird Amendment, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered (as modified by the Lease Proposal First and Second Amendment) shall thereafter be forever free remain in full force and effect. The parties have executed this Amendment as of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseedate first above written. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee (a) Subject to the terms hereof, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) during the Term (as the same may be extended pursuant hereto) to lease Suite 130. The Right of First Refusal is personal to Tenant and may not be exercised by any sublessee or assignee, or by any other successor or assign, of Tenant, in each case other than as the result of a Permitted Transfer. The Right of First Refusal shall be effective only if Tenant is not in Default of under this Lease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"):. (ab) In the event Lessor desires that Landlord receives a bona fide offer from a third party (an “Offer”) to lease any ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ shall notify Tenant in writing of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such Offer, including, without limitation the use of any furniture, fixtures or equipment (each such written notice being herein referred to as a “First Refusal Space Availability Notice”). Tenant shall thereafter have the right to lease Suite 130 on the terms and conditions specified in the First Refusal Space Availability Notice by Lessee written notice (a “First Refusal Acceptance Notice”) to be substantially Landlord given not later than five (5) business days after Tenant’s receipt of the same First Refusal Space Availability Notice. If Tenant fails to deliver a First Refusal Acceptance Notice to Landlord on a timely basis as contained provided in this Leasethe preceding sentence (time being of the essence), and Lessee then Tenant shall thereafter promptly execute and deliver be deemed to Lessor, at Lessor's option, either an Amendment have elected not to this Lease to govern exercise the demising Right of such additional space to Lessee, or a separate lease agreement to govern First Refusal. (c) In the demising of such additional space to Lessee. If Lessee event Tenant fails to exercise its Right of First Refusal in a timely manner as set forth aboveprovided herein, then provided that Lessor enters into a the Right of First Refusal shall lapse and Landlord shall thereafter have the right to lease agreement with Suite 130 to any party or parties on terms deemed acceptable to Landlord in its sole and absolute discretion; provided, however, if Landlord elects to lease Suite 130 to another party on terms which are substantially more favorable to such other party than the proposed third party tenant upon substantially the same terms as were set forth in the Lease ProposalFirst Refusal Space Availability Notice, then Landlord must first re-offer such First Refusal Space to Tenant. If Landlord re-offers the particular space covered by First Refusal Space to Tenant on such more favorable terms, then Tenant shall accept, if at all, within five (5) business days of any such re-offering. For purposes hereof, another lease shall be substantially more favorable than the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes offer set forth in the security systems, shall be at First Refusal Space Availability Notice if the expense of Lesseenet effective rent in such other lease is more than five percent (5%) lower than the net effective rent in the offer set forth in the First Refusal Space Availability Notice. (bd) Notwithstanding If Tenant validly exercises such Right of First Refusal, then (i) Tenant’s lease of the foregoingapplicable First Refusal Space shall commence on a date (a “First Refusal Commencement Date”) specified in the First Refusal Space Availability Notice, if (ii) Suite 130 shall be leased to Tenant upon the particular space terms and conditions set forth in the applicable First Refusal Space Availability Notice (including, without limitation the use of any Lease Proposal consists of 70% furniture, fixtures or more of the original Unencumbered Space, equipment as may be provided in such First Refusal Space Availability Notice) and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, otherwise on the terms and conditions described of this Lease, (iii) Tenant’s Share shall be increased based on the additional square footage of Suite 130 and Tenant’s parking rights shall be increased by an additional nine (9) parking spaces, and (iv) Suite 130 shall be delivered to Tenant in (a) aboveits “AS‑IS” condition on the First Refusal Commencement Date, Tenant acknowledging and agreeing that Landlord shall have no obligation Addendum, Page 3 1862335.6 to improve, remodel or otherwise alter Suite 130 prior to or after the First Refusal Commencement Date, except to the extent expressly provided in the First Refusal Space Availability Notice. If Tenant exercises its Right of First Refusal, the parties shall enter into an amendment to this Lease reflecting the lease by Tenant of the applicable First Refusal Space.

Right of First Refusal. A. Provided that Lessee this Lease is then in full farce and effect, and provided further that Tenant is not then in Default breach or default under any of the terms, covenants or conditions in this LeaseLease on Tenant’s part to observe or perform, Lessor grants beyond any applicable notice and cure period, if Landlord intends to Lessee lease all or any portion of the space consisting of a right portion of first refusal during the Term of this Lease, with respect to the Unencumbered Space, Suite 210 as indicated on Exhibit “E-1” and/or Suite 220 on the following second floor indicated as “E-2” (the “Refusal Space”) to a third-party tenant, Landlord shall give Tenant written notice (the “Refusal Space Notice”) of such intention. During the three (3) business day period commencing on the date Landlord gives the Refusal Space Notice to Tenant, Tenant shall have the option (the “Refusal Space Option”) to lease the Refusal Space from Landlord, upon the terms and conditions contained in the Refusal Space Notice by giving to Landlord written notice by U.S. certified mail, return receipt requested (the "Right “Exercise Notice”), of Refusal"): (a) In the event Lessor desires to lease any Tenant’s exercise of the Unencumbered Refusal Space Option. B. If Tenant fails to a particular third party tenantgive the Exercise Notice to Landlord within said three (3) business day period, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description time being of the proposed leaseessence, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires or if Tenant fails for any reason to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly duly execute and deliver to Lessor, at Lessor's option, either Landlord an Amendment amendment to this Lease to govern Agreement adding the demising Refusal Space hereto, within ten (10) days after Landlord gives Tenant the amendment, time being of such additional space to Lesseethe essence, or a separate lease agreement to govern the demising Refusal Space Option shall be deemed revoked and of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement no further force and effect and Landlord may thereafter proceed with the proposed leasing of the Refusal Space to any third-party tenant upon terms and conditions satisfactory to said third party tenant upon substantially and Landlord. C. Notwithstanding anything contained in this Lease to the same terms as were set forth contrary, if on the date Landlord gives the Refusal Space Notice to Tenant or on the date Tenant gives the Exercise Notice to Landlord, this Lease is not in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free full force and effect or Tenant is in breach or default under any of the Right terms, covenants and conditions in this Lease on Tenant’s part to observe or perform then, in addition to all of Landlord’s rights and remedies, the Refusal in all respects. Upon Space Option shall be deemed revoked and of no further force and effect, and Landlord may thereafter proceed with the leasing by Lessee of the additional space, the cost of erecting Refusal Space to any additional privacy walls or privacy doorways, or making tenant and upon any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveconditions.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee a This Paragraph replaces any existing right of first refusal during contained in the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"):. (a) In During the event Lessor Term, and provided that (i) the Lease is in full force and effect, (ii) Tenant is not in default under the Lease beyond the expiration of any applicable notice and cure period given to Tenant in the Lease, and (iii) Tenant has not assigned the Lease or subleased all or any portion of the Premises under any then-existing sublease (excluding any assignment or subleasing permitted without Landlord’s consent), if Suite 200 (the “ROFR Space”) located on the second floor of the Building, consisting of 7,178 usable square feet and 8,362 rentable square feet, is or becomes available for lease, and Landlord receives a request for proposal from a tenant that Landlord desires to accept to lease any the ROFR Space, or sends out (or has decided to send out) a bona fide proposal to a specific, bona fide prospective tenant to lease the ROFR Space, then Landlord shall give to Tenant notice (the “ROFR Notice”) that Landlord is willing to enter into a lease with Tenant of the Unencumbered Space to a particular third party tenantROFR Space. (For purposes of this Paragraph, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the any space covered by a renewal, extension or expansion option existing in any tenant’s lease as of the Lease Proposaldate of the Lease, then Lessee must deliver any renewal or extension option given by Landlord to Lessorany then-existing tenant for its then-existing space, or any right of first offer or right of first refusal existing as of the date of the Lease, shall not be “available for lease” until after each such option or right has expired.) (b) If Tenant gives Landlord notice of Tenant’s interest in leasing the ROFR Space within five three (3) business days after receipt of the ROFR Notice, the Parties shall enter into an amendment to the Lease Proposalcovering the ROFR Space, which, unless otherwise agreed by the Parties, shall (i) have a written notice exercising term that is coterminous with the Right Lease, (ii) provide for Basic Monthly Rent for the ROFR Space at the same rate, on a per rentable square foot basis, as is payable for the balance of Refusal. Upon such exercisethe Premises during the period concerned, Lessee shall automatically be obligated to lease from Lessor(iii) provide for a tenant improvement allowance for the ROFR Space on a per usable square foot basis, beginning on such commencement date and extending through determined by multiplying $35.00 per usable square foot by a fraction, the numerator of which is the number of full calendar months left in the remaining Term as of this Leasethe commencement date for the ROFR Space in which non-discounted Basic Monthly Rent is payable, and the particular space covered by denominator of which is the Lease Proposal, upon the same terms as are set forth number of full calendar months in the Lease Proposal original Term in which non-discounted Basic Monthly Rent is payable (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Leasesixty (60) months), and Lessee shall thereafter promptly execute (iv) provide that the corridors and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern hallways located on the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter second floor will be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseedeemed usable square footage. (bc) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more If either of the original Unencumbered following occurs: (i) within such three (3) business-day period, Tenant either delivers notice to Landlord that Tenant elects not to lease the ROFR Space, and Lessee exercises its Right of Refusalor fails to deliver any response to Landlord; or (ii) Tenant fails to enter into an amendment to the Lease within ten (10) business days after Tenant delivers notice to Landlord that Tenant elects to lease the ROFR Space, adding the ROFR Space to the Lease in a manner consistent with this Paragraph 6, then Lessee such right of first refusal with respect to the ROFR Space shall terminate and be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveno further force or effect.

Right of First Refusal. Provided that Lessee is not in Default of this Lease(a) During the initial Term, Lessor grants to Lessee Tenant shall have a continuing right of first refusal during (the Term “Right of this Lease, First Refusal”) with respect to the Unencumbered Space, space on the following “D” wing of the Building that becomes “available for rent” (as defined below) (the “Refusal Space”) on the terms and conditions set forth in this Article 34. For purposes of this Article 34, the Refusal Space shall be considered “available for rent” if such space is vacant or has previously been leased by Landlord, and such space becomes vacant and either: (i) such space is not subject to any expansion option, right of first opportunity, right of first refusal or extension option granted to any tenant prior to the "Right date hereof; or (ii) the tenant leasing such space or having any expansion option, right of Refusal"):first opportunity, right of first refusal or extension option with respect thereto elects not to exercise any such option. (ab) In the event Lessor desires If Landlord has a prospective tenant or receives a bona fide offer from a prospective tenant to lease any Refusal Space, Landlord shall provide a written notice to Tenant (the “Offer Notice”), which Offer Notice shall specify the subject Refusal Space and shall contain all of the Unencumbered material terms and conditions upon which Landlord intends to lease such Refusal Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth (including the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, rate and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"finish-out allowance). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five Tenant shall have ten (10) days after receipt of the Lease Proposal, a written notice exercising the Right Offer Notice to notify Landlord in writing of Refusal. Upon such exercise, Lessee shall automatically be obligated Tenant’s election whether to lease from Lessor, beginning on such commencement date and extending through Refusal Space pursuant to all of the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to LesseeOffer Notice. If Lessee Tenant elects not to lease such Refusal Space or fails to exercise its Right timely elect to lease such Refusal Space, Landlord shall be free to lease such Refusal Space for a period of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party six (6) months following such ten (10)-day period to any prospective tenant upon substantially the same terms and conditions contained in the Offer Notice. If Landlord thereafter fails to so lease such Refusal Space within such six (6)-month period, then Tenant shall again have a Right of First Refusal with respect to such Refusal Space pursuant to this Article 34. Except as were otherwise provided in this Article 34, if Tenant exercises its Right of First Refusal described in this Article 34 with respect to any Refusal Space, such exercise shall be irrevocable, and Tenant shall lease such Refusal Space under all of the terms and conditions of this Lease except as otherwise described in the Offer Notice; provided, however, if Tenant exercises the Right of First Refusal during the first thirty (30) months after the Commencement Date, then the lease term for the Refusal Space shall be coterminous with the Term. Landlord and the tenant proposing to lease the Refusal Space shall not be precluded from making changes to the bona fide offer during lease negotiations so long as such changes are the result of arm’s-length negotiations between Landlord and such prospective tenant and not the result of bad faith and collusion insofar as Tenant’s interests are concerned and so long as the changes do not substantially alter the terms set forth in the Lease ProposalOffer Notice. As used in this Article 34, then a “bona fide offer” shall mean either a binding or non-binding letter of intent or written proposal containing provisions upon which Landlord and the particular space covered by prospective tenant are willing to enter into a lease. (c) Tenant shall not have the Lease Proposal shall thereafter be forever free of right to exercise the Right of First Refusal pursuant to this Article 34 at any time either: (i) WhiteGlove Health, Inc. or an Affiliate is not in all respects. Upon the leasing by Lessee occupancy of at least 70 percent of the additional spacePremises; or (ii) an Event of Default is outstanding under this Lease. Any cancellation, the cost termination or surrender of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, this Lease shall be at the expense terminate all rights of LesseeTenant under this Article 34. (bd) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more Time shall be of the original Unencumbered Space, and Lessee exercises its Right essence with respect to the exercise of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveTenant’s rights under this Article 34.

Right of First Refusal. Provided Throughout the Term and the Extended Term(s), if applicable, Tenant shall have a continuing right of first refusal, in accordance with the terms set forth below, to lease any and all of the rentable space (the "Available Space") that Lessee becomes available in the Building for lease to a third party (excluding space currently leased pursuant to renewal options of other leases). The Available Space is depicted on EXHIBIT "A-1" attached hereto and incorporated herein by this reference. In the event that Landlord desires to lease any or all of the Available Space to a third party, Landlord shall so notify Tenant, in writing (the "Available Space Notice"), prior to Landlord entering into any lease for all or any part of the Available Space. The Available Space Notice shall specify (i) that portion of the Available Space that Landlord then desires to lease (the "Refusal Space"), and (ii) the date on which the Refusal Space will be available for occupancy ("Refusal Space Occupancy Date"). During the Term, Landlord shall not extend the term of the lease of any tenant which has leased any portion of the Available Space (with respect to such Available Space), except pursuant to any existing provision of such tenant's lease, existing as of 10/13/95 unless Tenant consents thereto in Default writing or Landlord may lease such Available Space as provided in Section 2.5(d). Tenant shall thereupon have a right (a "Refusal Right") to include in the Premises all, but not less than all, the Refusal Space described in the then-applicable Available Space Notice, effective as of the Refusal Space Occupancy Date and for a term that is coterminous with the Term, and the First and Second Extended Term(s), if applicable and as the case may be, of this Lease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on . Each Refusal Right is granted upon the following terms and conditions (the "Right of Refusal"):conditions: (a) In the event Lessor desires to lease any Tenant shall give Landlord written notice of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires its election to exercise its or not to exercise a Refusal Right of ("Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, Right Response Notice") within five ten (10) business days after receipt of Landlord delivers to Tenant the Lease Proposal, a written notice exercising the Right of Refusal. Upon applicable Available Space Notice that activates such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee.Right; (b) Notwithstanding Tenant is not in default of any terms, covenants or conditions of this Lease (nor has any event occurred which, with the foregoinggiving of notice or passage of time, if or both, shall constitute a default under this Lease) either on the particular space set forth in date Tenant delivers its Refusal Right Response Notice or on the Refusal Space Occupancy Date; (c) In the event Tenant timely and properly exercises any Lease Proposal consists of 70% or more of the original Unencumbered SpaceRefusal Right, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered terms and provisions of this Lease shall be applicable to the Refusal Space thereby included in the Premises and Additional Rent for such Refusal Space shall initially be based upon the rate of Additional Rent in effect for the initial Premises as of the applicable Refusal Space Occupancy Date (subject, however, to any subsequent adjustments in the rate of Additional Rent, as imposed under this Lease). In the event Tenant timely and properly exercises any Refusal Right for any space in the Building other than the space (the "Save A Lot Space") occupied, as of the date hereof, by Save A Lot Ltd. (as depicted on EXHIBIT "A-2" attached hereto), the initial rate of Base Rent for such Refusal Space shall be based upon the per rentable square foot rate of Base Rent in effect for the initial Premises as of the applicable Refusal Space Occupancy Date (subject, however, to any subsequent adjustments in the rate of Base Rent, as imposed under this Lease). In the event Tenant timely and properly exercises any Refusal Right relating to the Save A Lot Space, then the initial rate of Base Rent for the Save A Lot Space shall be based on the terms Market Rental rate applicable as of the Refusal Space Occupancy Date for the Save A Lot Space. For purposes of this Section, the "Market Rental Rate" shall mean the average net rental rate, per annum and conditions described per rentable square foot (as determined by Landlord in (a) aboveits reasonable discretion), for the 12 month period immediately preceding the Refusal Space Occupancy Date, for comparable space of comparable size and for a similar term by reference to other buildings comparable in age, construction, use and quality in St. Louis, Missouri, but excluding those leases wherein the tenant has an equity interest in the property.

Right of First Refusal. Provided that Lessee (i) Subject to and upon the terms, provisions and conditions set forth in this Paragraph 19(ff), Tenant shall have, and is not in Default of this Leasehereby granted, Lessor grants to Lessee a the one-time right of first refusal (the “Right of First Refusal”) during the Initial Term of this LeaseLease to lease any office space located on Floor 10 of the Building subject to spec space design and construction (hereinafter sometimes called the “ROFR Premises”) if it becomes available for lease and if Landlord receives a bona fide written third party offer to lease such space that Landlord desires to accept. (ii) Tenant may exercise this one-time Right of First Refusal only if, at the time of such exercise and at the time of Landlord’s delivery of the ROFR Premises to Tenant, no monetary Event of Default exists. If such condition is not satisfied or waived by Landlord, any purported exercise of the Right of First Refusal shall be null and void. No assignee of Tenant (other than an assignee who is a Permitted Transferee), or sublessee of the Premises, may exercise a Right of First Refusal. (iii) If Landlord and a third party have fully executed a letter of intent that includes all material economic terms, ▇▇▇▇▇▇▇▇ will contemporaneously submit a proposal to Tenant upon the same terms which will identify all material economic terms and shall identify the third party prospect (to the extent not prohibited by any applicable confidentiality requirements to which Landlord or its agents are bound) (a “Refusal Lease Proposal”). Tenant shall have a period of seven (7) business days after receipt of a Refusal Lease Proposal to irrevocably and unconditionally exercise its Right of First Refusal to lease the entire premises described in the Refusal Lease Proposal upon the terms set forth therein by written notice to Landlord. If Tenant does not exercise a Right of First Refusal within such seven (7) business day period, the Right of First Refusal shall be waived with respect to such space. Any purported conditional or qualified exercise of a Right of First Refusal shall be null and void. Upon ▇▇▇▇▇▇’s exercise of a Right of First Refusal, Landlord and Tenant shall execute an amendment to the Lease evidencing same, but an otherwise valid exercise of a Right of First Refusal shall be fully effective, whether or not such amendment is executed. In no event shall Tenant’s term be extended beyond the Initial Term expiration date of the Lease with respect to such Right of First Refusal. (iv) If Landlord does not receive written notice from Tenant of its exercise of the Right of First Refusal within said seven (7) business day period, Landlord shall have a period of one hundred eighty (180) days thereafter to lease the applicable ROFR Premises for an effective rental rate not less than ninety-five percent (95%) of the effective rental rate set forth in the Refusal Lease Proposal, and without material change to the other terms and conditions set forth therein. If Landlord does not lease such ROFR Premises within such one hundred eighty (180) day period as provided above, Tenant shall have a Right of First Refusal on any subsequent leasing thereof on the terms set forth above (v) Upon written request of Landlord at any time after the commencement date of the Lease Term with respect to the Unencumbered SpaceROFR Premises, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor Tenant shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either Landlord an Amendment amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal(in a form provided by Landlord) specifying (a) the ROFR Premises commencement date and coterminous with existing Lease Term, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) the Base Rental schedule for the ROFR Premises, (c) the Rentable Area of the ROFR Premises, (d) the revised Tenant’s Proportionate Share and (e) any other terms applicable to Tenant’s lease of the ROFR Premises. Notwithstanding anything contained herein to the foregoingcontrary, if the particular space set forth premises described in any the Refusal Lease Proposal consists of 70% or more is larger than the ROFR Premises, Tenant shall be required to lease the entirety of the original Unencumbered Space, and Lessee premises described in the Refusal Lease Proposal if Tenant exercises its Right of First Refusal. (vi) Tenant acknowledges and agrees that the Right of First Refusal is subject and subordinate to any and all existing expansion options, then Lessee shall be obligated to lease from Lessor all refusal rights, preferential rights and renewal options of existing tenants in the Complex (and their respective successors and assigns) and future tenant(s) of the Unencumbered Space, on the terms ROFR Premises (and conditions described in their respective successors and assigns) for which ▇▇▇▇▇▇ did not exercise a Right of First Refusal. (a) above.gg)

Right of First Refusal. Provided Buyer hereby acknowledges and agrees that Lessee is not in Default of this LeaseRoad Ranger, Lessor grants to Lessee L.L.C. has a right of first refusal during to purchase the Term two (2) Properties located in the State of Illinois (each a “ROFR Property” or collectively the “ROFR Properties”), which is part of the Premises to be conveyed to Buyer hereunder, as set forth under the applicable Lease, which right of first refusal, if exercised, may result in Seller terminating this Agreement with respect to one or both of the ROFR Properties; accordingly, the obligations of Seller hereunder with respect to the two ROFR Properties are expressly subject to such rights of first refusal. Seller hereby advises Buyer that Tenant has ten (10) business days (“Tenant’s Election Period”) from its receipt of Seller’s notice to Tenant (the “Offer Notice”), stating the terms and conditions of this LeaseAgreement, in which to exercise its right of first refusal. Seller agrees to deliver the Offer Notice to Tenant on or before three (3) days after the Effective Date of this Agreement. Seller shall, upon receipt from Tenant of either: (a) the notice of non-exercise of Tenant’s right of first refusal in connection with Buyer’s purchase of the ROFR Properties, or (b) the notice that Tenant shall exercise its right of first refusal or option to purchase (either such notice shall be referred to in this Agreement as the “Tenant’s Election Notice”), promptly deliver a copy of such Tenant’s Election Notice to Buyer. In the event Tenant elects to exercise its right to purchase a ROFR Property, the parties shall proceed to closing on the remaining Properties, excluding the ROFR Property or ROFR Properties, as applicable, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires Tenant elects to exercise its Right right of Refusal for first refusal to purchase, and the space covered Purchase Price to be paid by Buyer shall be reduced by the Lease Proposalallocated purchase price as shown on Exhibit A with respect to each such ROFR Property or ROFR Properties, then Lessee must deliver as applicable. Notwithstanding anything to Lessorthe contrary contained in Section 7(a) above, within five days after receipt of the Lease ProposalSection 18 above or elsewhere in this Agreement, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to event Tenant does not exercise its Right right of Refusal as set forth above, then provided that Lessor enters into a lease agreement first refusal with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% respect to one or more of the original Unencumbered Space, and Lessee exercises its Right of RefusalROFR Properties, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) abovethe Study Period shall expire at 5:00 p.m. MST on the earlier of (i) the thirtieth (30th) day after the Buyer’s receipt of the Tenant’s Election Notice with respect to the ROFR Property or ROFR Properties, as applicable, in which Tenant has not exercised its right of first refusal, or (ii) the forty-fifth (45th) day after the Effective Date (the “Extended Study Period”), and (b) ▇▇▇ shall be on or before 5:00 p.m. MST on the fifteenth (15th) day after the expiration of the Extended Study Period or such earlier date as Buyer and Seller may otherwise agree in writing.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor (a) The Owner grants to Lessee Grantee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on purchase of the following terms and conditions Apartment Complex (the "Right of First Refusal"):) on the terms and subject to the conditions set forth in this Agreement. (ab) In the event Lessor desires to lease any The term of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description Right of the proposed lease, initialed by the prospective third party tenant First Refusal (the "Lease ProposalRefusal Term"). If Lessee desires ) shall commence on the expiration of the Compliance Period and shall end on the first to occur of (i) 5 years after the expiration of the Compliance Period, (ii) consummation of the sale of the Apartment Complex after the Compliance Period to a Person other than Grantee after Grantee has failed to exercise its Right of First Refusal for in accordance with this Agreement; or (iii) termination of this Agreement pursuant to Sections 1(c) or 8 hereof. (c) Prior to the space covered Owner's selling the Apartment Complex to any other Person, the Owner shall give Grantee written notice of its intention to sell the Apartment Complex (a "Sales Notice"). Such notice shall include a copy of a bona fide written offer to purchase the Apartment Complex ("Bona Fide Offer") which is signed by the Lease Proposal, then Lessee must deliver offeror and the Owner and agreed to Lessor, within five by AHF. Grantee shall have ninety (90) days after receipt from the date of the Lease Proposal, a written notice exercising Sales Notice to exercise the Right of RefusalFirst Refusal by delivering written notice of exercise to the Owner within such ninety (90) day period (the "Notice of Refusal Exercise"). Upon such exerciseThe Notice of Refusal Exercise shall state that the Right of First Refusal is exercised without condition or qualification, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are except for any condition or qualification set forth in the Lease Proposal (with all other terms and conditions Bona Fide Offer. The date of such lease notice shall be the "Refusal Exercise Date." The Refusal Exercise Date and consummation of the acquisition of the Apartment Complex by Lessee to be substantially Grantee pursuant hereto may occur after the same as contained in this Lease)end of the Refusal Term, and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessorprovided the Sales Notice is given during said term. Upon ▇▇▇▇▇▇▇'s option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of First Refusal, then Lessee Grantee shall be obligated to lease buy the Apartment Complex from Lessor all the Owner, and the Owner shall be obligated to sell the Apartment Complex to Grantee for a purchase price equal to the Purchase Price (as defined in Section 2(a) below) in accordance with the terms of Section 3. If Grantee exercises the Right of First Refusal but fails to consummate the acquisition of the Unencumbered SpaceApartment Complex in accordance with Section 3 due to a breach of this Agreement by Grantee, on the Right of First Refusal shall terminate, and neither party hereto shall have any further rights or obligations to the other hereunder. If the Right of First Refusal is not timely exercised strictly in accordance with its terms, the Owner shall have the right to sell the Apartment Complex in accordance with the terms and conditions described of the Bona Fide Offer. If the Owner fails to consummate the sale of the Apartment Complex in (a) aboveaccordance with the terms of the Bona Fide Offer, then the Right of First Refusal shall continue to apply to any sale of the Apartment Complex. With respect to a sale of the Apartment Complex to a Person other than Grantee prior to the expiration of the Compliance Period, the purchaser in such sale shall acquire the Apartment Complex subject to the Right of First Refusal.

Right of First Refusal. Provided (i) In the event that Lessee is not in Default of this LeaseTower Company receives a bona fide arms length offer pursuant to which an independent non-affiliated third party (the "Third Party") would enter into a sublease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, license or other occupancy agreement with respect to a portion of the Unencumbered SpaceTower Facilities below the height specified by Carrier at the time Carrier and Tower Company executed an SLA, on the following terms and conditions Tower Company intends to accept such offer, Tower Company shall send written notice (the "Right of First Refusal Notice") to Carrier offering to sublease the Right of First Refusal Space to Carrier for the same rent and under the same terms and conditions as the aforementioned bona fide offer (the "Right of First Refusal"):). The Right of First Refusal Notice shall specify the height at which the offeree intends to install its equipment and the rent that it shall pay. Carrier shall have five (5) business days after its Receipt of the Fight of First Refusal Notice to give Tower Company written notice of its intent to exercise the Right of First Refusal. If Carrier does not give Tower Company written notice of its intent to exercise the Right of First Refusal within five (5) business days, Carrier's right to exercise the Right of First Refusal terminates as to that specific tenant and offer. Tower Company may then sublease or license such space to the Third Party. (aii) In the event Lessor desires to lease any of Tower Company constructs a Tower Facility higher than the Unencumbered Space to a particular third party tenantheight specified by Carrier at the time when Carrier and Tower Company execute an SLA, then Lessor Tower Company shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, send Carrier a written notice exercising specifying the Right height of Refusal. Upon such exercise, Lessee the Tower Facilities and offering Carrier the right to locate Carrier Equipment at a different height upon the Tower Facilities and Carrier shall automatically be obligated have the right to lease from Lessor, beginning on such commencement date and extending through locate Carrier Equipment at any level upon the remaining Term of this Lease, the particular space covered by the Lease Proposal, Tower Facilities upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern original SLA (the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its "Additional Height Right of Refusal as set forth aboveFirst Refusal"). Carrier shall have five (5) days after its receipt of the notice, then provided to notify Tower Company of its desire to locate its equipment at a height different from which it originally specified and that Lessor enters it shall exercise the Additional Height Right of First Refusal. (iii) Tower Company and Carrier shall enter into and execute a lease agreement with modification of the proposed third party tenant original SLA and memorandum of SLA to evidence the modification of the height of Carrier Equipment upon substantially the same terms as were set forth in Tower Facilities within thirty (30) days of the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of date that Carrier gives Tower Company notice that it exercised the Right of First Refusal in all respects. Upon or the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Additional Height Right of First Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default Notwithstanding any other provision of this Lease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect Lease to the Unencumbered Spacecontrary, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor Lessee shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires have no right to exercise its Right of First Refusal, and Lessee's exercise of said Right of First Refusal for may be nullified by Lessor and deemed of no further force or effect whatsoever, if Lessee shall be in default of any monetary obligation or material non-monetary obligation under the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt terms of the Lease Proposal(or would be in such default under the Lease but for the passage of time or giving of notice, a written or both) as of the date that Lessor first notifies Lessee in writing of the price and/or terms on which Lessor will Transfer the leased premises. If Lessor desires to exchange, sell, ground lease, option or otherwise transfer, excluding encumbrances, ("Transfer") or agree to Transfer all or any part of the leased premises, Lessor shall first notify Lessee in writing of the price and/or terms on which Lessor will Transfer. If Lessee, within fifteen (15) business days after Lessor's notice exercising has been delivered indicates in writing its agreement to acquire the Right leased premises, on the terms stated in Lessor's notice, Lessor shall Transfer the leased premises to Lessee for the price and/or on the terms stated in Lessors notice, except that in the event of Refusal. Upon such exercisean exchange, Lessee shall automatically be obligated may elect to lease from Lessor, beginning on such commencement date and extending through pay Lessor the remaining Term equity value of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, leased premises rather than exchange for "like kind" property; provided that Lessee will reasonably cooperate with Lessor in any exchange if it is at no added cost or a separate lease agreement to govern the demising of such additional space expense to Lessee. If Lessee fails does not indicate its agreement in writing within said fifteen (15) business days; Lessor shall have the right to exercise its Right of Refusal as set forth aboveTransfer the leased premises to any purchaser, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially or on the same terms as were stated in the notice. In the event of a proposed Transfer of the leased premises, if Lessor does not enter into a binding contract and escrow to Transfer within six (6) months from the date Lessor's notice is delivered to Lessee, or in any event, if Lessor does not actually Transfer the leased premises within nine (9) months after Lessor's notice is delivered to Lessee, any further transaction shall be deemed a new determination by Lessor to Transfer the leased premises and the Provisions of this right of first refusal shall be applicable. If Lessor receives an offer with respect to a Transfer of the leased premises with-in said six (6) month period which is on price or financial terms different from those set forth in the Lease ProposalLessor's notice to Lessee, then the particular space covered by the Lease Proposal before accepting such offer, Lessor shall thereafter be forever free first notify Lessee in writing of the Right of Refusal in all respects. Upon the leasing by Lessee terms of the additional spaceoffer. If Lessee, within fifteen (15) business days after Lessor's notice of such different terms has been delivered, indicates in writing its agreement to accept the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more transfer of the original Unencumbered Spaceleased premises, Lessor shall Transfer the leased premises to Lessee for the price and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms stated in the notice. If Lessee does not indicate its agreement within said fifteen (15) business days, Lessor shall have the r1qht to Transfer the leased premises to the Purchaser on the terms of the notice Provided such Transfer is completed within the nine (9) month period mentioned above. This Right of First Refusal is not transferable; the parties hereto acknowledge and conditions described agree that they intend that the aforesaid Right of First Refusal to purchase the leased premises shall be "Personal" to Lessee as set forth above and that in (a) aboveno event will any assignee or sublessee have any rights to exercise the aforesaid Right of First Refusal. 16. The following shall be added to the end of Section 9 of the Lease:

Right of First Refusal. Provided The Company agrees that Lessee is not in Default of this Lease, Lessor grants if on or prior to Lessee a right of first refusal during the Term A Loan Maturity Date or within 180 days following the Term A Loan Maturity Date it appoints a third party to arrange a transaction in which the Company intends to incur Indebtedness from one or more lenders for the purpose of this Leaserefinancing the Term A Loans and such third party arranger has received a commitment for such refinancing from third party lenders that the Company proposes to accept (any such transaction, with respect a “Term A Loan Refinancing”), the Company will give notice (the “ROFR Notice”) to the Unencumbered Space, those Original Term B Lenders that continue to have Term B Loans outstanding on the following date of the ROFR Notice. The ROFR Notice shall set forth the material terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed Term A Loan Refinancing and shall invite such Original Term B Lenders to provide the full amount of the Term A Loan Refinancing (on terms and conditions substantially similar to those offered by the prospective third party tenant (lenders offering the "Lease Proposal"Term A Loan Refinancing). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, The Original Term B Lenders shall within five fifteen (15) days after receipt of the Lease Proposal, a written notice exercising ROFR Notice notify the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated Company (the “Response Notice”) either that they intend to lease from Lessor, beginning on such commencement date and extending through accept the remaining Term of this Lease, invitation to provide the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free full amount of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, Term A Loan Refinancing on the terms and conditions described as aforesaid, or decline to provide the Term A Loan Refinancing. If the Original Term B Lenders shall fail to give the Response Notice, they shall be considered to have declined to provide the Term Loan A Refinancing. If the Original Term B Lenders accept the invitation to provide the full amount of the Term A Loan Refinancing as aforesaid, the Company and the Original Term B Lenders shall negotiate in good faith definitive documentation for the Term A Loan Refinancing. If (ai) abovethe Original Term B Lenders decline to provide the Term A Loan Refinancing, either pursuant to the Response Notice or by failing to give the Response Notice, or (ii) the Original Term B Lenders have not entered into definitive documentation for, and consummated, the Term A Loan Refinancing within 60 days after receipt by the Company of the Response Notice, the Original Term B Lenders shall have no further rights under this Section 3.19.

Right of First Refusal. Provided During the period commencing with the date as of which the Term Loan Note has been paid in full, and all other amounts owed by Borrower to Lender under the Term Loan Agreement or any other Loan Document have been paid in full, and ending on December [ ], 2003, ABCIC shall, before entering into any quota share or other proportional reinsurance arrangement or agreement in which ABCIC is the ceding party, notify Lender in writing that Lessee it proposes to enter into such a reinsurance arrangement or agreement and shall furnish Lender with all information with respect thereto as is not in Default reasonably requested by Lender, including the material terms and conditions thereof. Lender shall, within 21 days following receipt of this Leasesuch notice and information from ABCIC, Lessor grants notify ABCIC that it either elects or declines to Lessee exercise a "right of first refusal during the Term of this Leaserefusal" to enter into any such reinsurance arrangement or agreement with ABCIC. If Lender elects to pursue such arrangement or agreement, ABCIC and Lender will negotiate in good faith to execute definitive cover notes and/or agreements with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal")thereto. If Lessee desires Lender declines to exercise its Right pursue any such arrangement or agreement or fails to reach definitive agreements with ABCIC with respect thereto within 45 days of Refusal for the space covered by the Lease ProposalABCIC's receipt of Lender's notice to pursue such arrangement or agreement, then Lessee must deliver to LessorABCIC may, within five days after receipt of the Lease Proposalthree-month period thereafter, enter into a written notice exercising reinsurance arrangement or agreement with any other reinsurer, provided that the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of any such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, arrangement or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or such reinsurer are no more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated favorable to lease from Lessor all of the Unencumbered Space, on such reinsurer than the terms and conditions described offered by ABCIC to Lender. If ABCIC has not entered into such reinsurance arrangement or agreement with any such reinsurer during such three-month period, ABCIC may not thereafter enter into any such arrangement or agreement with any such reinsurer unless the procedures set forth above in (a) abovethis Section 2 again shall have been complied with.

Right of First Refusal. Provided With respect to any lease which Landlord hereafter intends to enter into with a third-party tenant for either (i) all or any portion of the Option Space, or (ii) the space described in clause (i) above plus any other space in the Building (for purposes hereof, any such other space shall be deemed to be part of the Option Space) and which has a lease term commencing at any time prior to April 1, 2005 (but excluding any new or renewal lease or lease expansion with any then existing tenant of all or any portion of the Option Space), Landlord shall give Tenant written notice of such intent ("Landlord's Notice") prior to Landlord entering into such lease. The Landlord's Notice shall specify (i) the location and rentable area of the portion of the Option Space which Landlord intends to lease (which is hereinafter referred to as the "Actual Option Space"), (ii) the proposed lease term for the Actual Option Space, (iii) the date upon which the Actual Option Space shall be available for occupancy, (iv) the annual rate of base rent per square foot of rentable area which Landlord intends to charge for the Actual Option Space, (v) the amount of all rent adjustments which Landlord intends to charge for the Actual Option Space, including, without limitation, fixed and/or indexed rent adjustments and rent adjustments for operating expenses and real estate taxes for the Building, and (vi) the tenant concessions (e.g., rent abatements and tenant improvement allowances), if any, which Landlord would be willing to provide to lease the Actual Option Space; it being agreed that Lessee is not items (iv) through (vi) above shall be quoted by Landlord in Default Landlord's Notice for a hypothetical lease having a lease term which would expire on the Expiration Date of this Lease, Lessor grants to Lessee the Lease Term. Tenant shall thereupon have a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of First Refusal"):) to lease all, but not less than all, of the Actual Option Space, subject to the following terms and conditions: (ai) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, Tenant gives Landlord a written notice of its election to exercise the Right of First Refusal within ten (10) days after Landlord gives Tenant Landlord's Notice for such Right of First Refusal; (ii) Tenant submits current audited financial statements of Tenant to Landlord concurrently with Tenant's Notice exercising the Right of Refusal. Upon First Refusal and such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through financial statements are approved in writing by Landlord; and (iii) Tenant is not in default under the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Spaceamended hereby, on the date Tenant exercises such Right of First Refusal and, unless waived in writing by Landlord, Tenant is not in default under the Lease, as amended hereby, on the proposed commencement date of the lease term for the Actual Option Space. In the event that Tenant does not timely or properly exercise any Right of First Refusal, Landlord may at any time thereafter lease the Actual Option Space to any third-party tenant on such terms and conditions described in provisions as Landlord may elect, without any further rights of Tenant to lease such space, until Landlord fails to consummate a lease for such space within the six (a6) abovemonth period thereafter or such third-party has vacated the Actual Option Space and such space is again available for leasing by a third-party.

Right of First Refusal. Provided 13.1 In the event that Lessee is not in Default of this Lease, Lessor grants to Lessee DUOJECT shall receive from a right of first refusal third party at any time during the Term of this Leasean offer to license the RAA for a use other than in the Field at a specified price, with respect to the Unencumbered Space, on the following terms and conditions (hereinafter referred to as the "Right “Bona Fide Offer”) whether such price, terms and conditions be fixed by DUOJECT or the third party, and DUOJECT shall decide to license the RAA for such use and for such price, DUOJECT shall promptly give to REVANCE notice of Refusal"):any such offer received from a third party and of DUOJECT’s willingness to license the RAA outside the Field for the price and for the use and for the terms and conditions offered. REVANCE shall have the first refusal and privilege (which will hereafter be referred to as an “Option”) of licensing the RAA outside the Field at such price, terms and conditions and in such area of use as was specified in the Bona Fide Offer. 13.2 REVANCE shall be obliged to exercise or decline the Option within ten (a10) business days after REVANCE receives notice from DUOJECT of the Bona Fide Offer by REVANCE notifying DUOJECT that REVANCE will license (or declines to license) the RAA for the price, terms and amounts and in and for the use specified in the Bona Fide Offer. In the event Lessor desires that REVANCE shall not give DUOJECT within the said ten (10) business day period notice of its election to lease license the RAA for the uses and for the price, terms and conditions specified in the Bona Fide Offer, DUOJECT may thereafter license the RAA outside the Field to the party making the offer subject, however, to the terms and conditions of this Agreement. If for any of reason the Unencumbered Space RAA are not licensed to a particular such third party tenantupon the specified use, then Lessor price, terms and conditions, notice of any subsequent Bona Fide Offer to license the RAA outside the Field acceptable to DUOJECT shall first deliver be given to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, REVANCE upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions for acceptance or rejection as herein above provided. The following Annexes hereto form an integral part of such lease by Lessee to be substantially the same as this Agreement: • Annex “A”: PRODUCT DESIGN SPECIFICATIONS • Annex “B”: TIMELINE AND PROJECT PLAN • Annex “C”: DEVELOPMENT MILESTONES/PAYMENTS • Annex “D”: PRICE SCHEDULE [ ] = Certain confidential information contained in this Lease)document, marked by brackets, has been omitted and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement filed separately with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free Securities and Exchange Commission pursuant to Rule 406 of the Right Securities Act of Refusal in all respects. Upon the leasing by Lessee of the additional space1933, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseeas amended. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor hereby grants to Lessee a right of first refusal during to lease any suite or all of the Term of this Lease, with respect to suites at the Unencumbered Space, project known as Jupiter Park Village as shown on the following terms and conditions (the Exhibit "Right of Refusal"): (a) In the event A" attached hereto. If Lessor desires to lease any portion of the Unencumbered Space such space to a particular third party tenantother than the existing occupants (tenants) or their assignees and/or related partners at Jupiter Park Village, then Lessor shall first deliver notify Lessee in writing of its intention to offer such space for lease. Lessee shall have five (5) days from receipt of such notice to notify Lessor in writing of Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description 's intent to exercise its right of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal")first refusal. If Lessee desires does not exercise its right of first refusal, then the right of first refusal as to the space described in the notice from Lessor to Lessee shall terminate and Lessor may lease such space to any third party. If Lessee elects to exercise its Right right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated first refusal to lease from Lessorsuch described space, beginning on the term for such commencement date and extending through space shall expire simultaneously with the remaining Term term of this Lease, and the particular rent for such described space covered by shall be based on the then prevailing rental rates for properties of equivalent quality, size, utility and location, with the length of the Lease Proposalterm and credit standing of Lessee to be taken into account, upon but in no event shall the same terms as are rent be less than the base monthly rent set forth in Section 1.04 of this Lease, otherwise subject to all of the Lease Proposal (with all other terms same terms, covenants, and conditions of such lease by this Lease. Within fourteen (14) days from the date of Lessee's election to exercise its right of first refusal, Lessee shall execute plans and specifications, change orders showing construction costs to be substantially the same as contained in this Lease)paid by Lessee, if any, and Lessee shall thereafter promptly execute a modification and deliver to Lessor, at Lessor's option, either an Amendment to ratification of this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of include the additional space, ; otherwise Lessee's right of first refusal shall terminate as to the cost of erecting any additional privacy walls or privacy doorways, or making any changes space described in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease notice from Lessor all of the Unencumbered Space, on the terms to Lessee and conditions described in (a) aboveLessor may lease such space to any third party.

Right of First Refusal. Provided (a) Until the earlier of (i) first date that Lessee is not Purchaser and any Controlled Affiliates cease to Beneficially Own in Default the aggregate at least 7.5% of the then-outstanding Common Stock, and (ii) three (3) years after the date of this LeaseAgreement, Lessor grants Dynegy shall not issue any Equity Securities that would rank senior to Lessee a right of first refusal during the Term of this Lease, Common Stock with respect to dividends and distributions upon liquidation other than pursuant to an Excluded Issuance (such issuance, a “Proposed Covered Issuance”) unless Dynegy has first complied with the Unencumbered Spaceterms of this Section 8. Prior to any Proposed Covered Issuance, Dynegy shall provide written notice to Purchaser (the “ROFR Notice”) describing in reasonable detail the Proposed Covered Issuance, including the number and type of Equity Securities to be issued in the Proposed Covered Issuance (the “Proposed Securities”), the consideration to be paid for the Proposed Securities, whether the Proposed Covered Issuance will be registered under the Securities Act and, if not registered under the Securities Act, the parties, if known, to the Proposed Covered Issuance and any other material conditions or contingencies relating to the Proposed Covered Issuance. Purchaser shall have fifteen (15) days after the delivery of the ROFR Notice (the “ROFR Consideration Period”) to deliver written notice (such notice as such may be amended pursuant to Section 8(b), a “ROFR Election Notice”) to Dynegy stating that Purchaser intends to purchase up to its pro rata portion of the Proposed Securities based on the following terms percentage of Dynegy’s then outstanding Common Stock Beneficially Owned by Purchaser or any Controlled Affiliate on the terms, conditions and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are contingencies set forth in the Lease Proposal (with all other terms ROFR Notice, and conditions Purchaser shall not have the right to purchase any such Proposed Securities in excess of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseepro rata portion. (b) Notwithstanding anything to the foregoingcontrary contained in Section 8(a), if in the particular space event that Purchaser delivers a ROFR Election Notice electing to purchase an amount of Proposed Securities that would require the approval of the Stockholders pursuant to Section 312.03 of the NYSE Listed Company Manual (“ROFR Shareholder Approval”), Dynegy shall, within three (3) Business Days of receiving such ROFR Election Notice, provide written notice to Purchaser (the “ROFR Shareholder Approval Notice”) setting forth the amount of Proposed Securities that cannot be issued without such ROFR Shareholder Approval (the “Excess Proposed Securities”). In such case, Purchaser shall have the right, within five (5) Business Days of receiving such ROFR Shareholder Approval Notice, to deliver a written notice to Dynegy withdrawing its ROFR Election Notice or amending its ROFR Election Notice to alter the amount of Proposed Securities it is electing to purchase. To the extent that Purchaser does not withdraw its ROFR Election Notice, or otherwise amend its ROFR Election Notice to remove any Excess Proposed Securities, then Dynegy shall be required to issue to Purchaser in place of each Excess Proposed Security included in the ROFR Election Notice an Equity Security that is identical in all respects to such Excess Proposed Security except that such Equity Security shall be a non-voting Equity Security that will automatically convert into a voting Equity Security upon receipt of the requisite ROFR Shareholder Approval (such that upon receipt of ROFR Shareholder Approval, such Equity Security will automatically convert and be identical in all respects to the Proposed Securities). (c) If Purchaser delivers the ROFR Election Notice prior to the expiration of the ROFR Consideration Period, the Parties shall use reasonable best efforts for a period of forty-five (45) days (the “ROFR Negotiation Period”) after delivery of the ROFR Election Notice to negotiate in good faith a definitive agreement or agreements providing for the sale and issuance of the Proposed Securities Purchaser has determined to purchase in the ROFR Election Notice at the price and on the other terms, conditions and contingencies set forth in the ROFR Notice and as set forth in Section 8(b) as promptly as practicable. In the event that ROFR Shareholder Approval is required in connection with any Lease Proposal consists such Proposed Covered Issuance, Dynegy will use reasonable best efforts to secure such ROFR Shareholder Approval as promptly as reasonably practicable; provided, however, that Dynegy shall not be required to submit any proposal to obtain the ROFR Shareholder Approval to the Stockholders until the next annual meeting of 70% Stockholders occurring after the delivery of the ROFR Election Notice; provided, further, that if Purchaser delivers such ROFR Election Notice within seventy-five (75) days prior to the one year anniversary of the date of Dynegy’s prior annual meeting of Stockholders, Dynegy shall not be required to submit a proposal to obtain the ROFR Shareholder Approval until the annual meeting of Stockholders occurring in the calendar year after the calendar year in which Purchaser delivered such ROFR Election Notice. (d) If (i) Purchaser does not deliver the ROFR Election Notice prior to the expiration of the ROFR Consideration Period, or withdraws its ROFR Election Notice pursuant to Section 8(b), or (ii) Purchaser delivers the ROFR Election Notice prior to the expiration of the ROFR Consideration Period but the Parties do not execute a definitive agreement providing for the Proposed Covered Issuance prior to the expiration of the ROFR Negotiation Period, then for a period of one hundred and twenty (120) days after the expiration of the ROFR Consideration Period, the date on which the ROFR Election Notice is withdrawn or the expiration of the ROFR Negotiation Period, as applicable, Dynegy may consummate the Proposed Covered Issuance with Persons other than Purchaser on terms, conditions and contingencies that no more favorable, in the aggregate, to such other Persons than the terms, conditions and contingencies set forth in the ROFR Notice. If Dynegy does not consummate such Proposed Covered Issuance within such one hundred and twenty (120) day period, then Dynegy shall not thereafter consummate such Proposed Covered Issuance without first offering the Proposed Securities to Purchaser in the manner described in this Section 8. (e) Notwithstanding anything to the contrary set forth in this Section 8, Purchaser shall be permitted to assign any of its rights under this Section 8 (including its right to acquire any of the Proposed Securities) to one or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall Controlled Affiliates that agree in writing to be obligated to lease from Lessor all of the Unencumbered Space, on bound by the terms and conditions described in of this Agreement. (af) above.For purposes of this Section 8, “Excluded Issuance” means any of the following:

Right of First Refusal. Provided that Lessee is not in Default (a) Except with respect to the currently existing tenant of such space, whose tenancy and any extension thereof shall be superior to Tenant’s rights under this Section 10, and subject to other Building tenants having rights to such space as of the date of this Fourth Amendment (which rights of such parties under this clause (ii) are set forth on Exhibit P attached hereto), Tenant shall have a one-time first right of refusal (the “ROFR”) on the approximately 8,143 rentable square feet of space on the second (2nd) floor of the Building, as more particularly shown on Exhibit Q attached hereto (the “ROFR Space”) during the Term from and after the date of this Fourth Amendment (the “ROFR Period”) on the terms and conditions hereinafter set forth. In the event that, during the ROFR Period, Landlord receives a bona fide proposal from a third party to lease the ROFR Space (other than from the currently existing tenant of such space), which proposal is acceptable to Landlord acting in good faith (an “Acceptable Proposal”), Landlord shall notify Tenant in writing (such notice, the “ROFR Offer Notice”) of the material terms of such Acceptable Proposal and Tenant shall, within seven (7) business days, notify Landlord in writing that Tenant agrees or declines to lease all (but not just a portion) of the ROFR Space on the terms of the Acceptable Proposal. Tenant’s failure to exercise the ROFR by notice to Landlord within the seven (7) business day period set forth above will entitle Landlord to lease the ROFR Space to any third party, without liability to Tenant or need of notifying Tenant or reoffering said ROFR Space to Tenant, and, in that event, Tenant shall have no further rights as to the ROFR Space. Time is of the essence of this provision. Notwithstanding anything to the contrary contained in the Lease, Lessor grants to Lessee a Tenant shall have no right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease other space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeBuilding. (b) Notwithstanding If Tenant exercises its ROFR pursuant to this Section, Tenant shall lease the foregoingROFR Space on the same terms and conditions as the Premises are leased under the Lease, if except as modified by the particular space ROFR Offer Notice, including: (i) The term for the ROFR Space shall be the same as that set forth in any the ROFR Offer Notice; (ii) The commencement date for the ROFR Space shall be the later of thirty (30) days after Tenant’s exercise of such election or, if any, such later date as identified in the ROFR Offer Notice; (iii) The ROFR Space shall be taken by Tenant “As Is”, unless Landlord has offered to perform initial improvements in the ROFR Offer Notice; and (iv) The Aunual Fixed Rent, Additional Rent and security deposit for the ROFR Space shall be at the rate and terms set forth in the ROFR Offer Notice. (c) An amendment to the Lease Proposal consists of 70% or more providing for the lease of the original Unencumbered Space, ROFR Space and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described therefor shall be executed by Landlord and Tenant within fifteen (15) days of the date that the ROFR is exercised; however, the failure of Tenant to execute such amendment within said time period shall not relieve Tenant of its obligation to lease the ROFR Space on the terms set forth in the ROFR Offer Notice. (ad) aboveIn order for Tenant’s exercise of the ROFR to be effective (and for Landlord’s duty to provide a ROFR Offer Notice to exist), at the time of the ROFR Offer Notice and at the time the term for the ROFR Space is to commence, the Lease shall be in full force and effect and Tenant shall not be in default at either time of any of the terms, covenants, or conditions of the Lease beyond any applicable cure period; and provided further that Tenant must then be occupying at least seventy-five (75%) percent of the Premises and shall not have sublet any of the Premises or assigned the Lease. (e) Any timely exercise by Tenant of this ROFR shall be irrevocable as of the date that the notice to exercise the ROFR is given. (f) Section 3.4 of the Original Lease is hereby deleted and shall be of no further force and effect, it being acknowledged and agreed that Tenant shall have no right of first offer except as provided in this Section 10.

Right of First Refusal. Provided that Lessee is not in Default 7.1 At such time as GoAmerica commences bona fide discussions with another entity, or group of this Leaserelated entities, Lessor grants to Lessee effect a right Subject Transaction, GoAmerica shall promptly notify EarthLink and shall continue to keep EarthLink reasonably informed on a regular basis of first refusal during the Term substance of this Leasethe discussions, the progress being made with respect to the Unencumbered Spacetransaction that is the subject of the discussions, on the following material commercial terms of the subject transaction and other such information reasonably related to the discussions (an "Offer Notice"). 7.2 If GoAmerica receives an offer from a third party, whether that offer was solicited by GoAmerica or not, and whether or not GoAmerica has provided a notice pursuant to Section 7.1, then at such time, if any, as GoAmerica believes that the transaction subject to the offer will become subject to a definitive agreement within the next [**] ([**]) calendar days, GoAmerica shall immediately deliver to EarthLink a written notice describing the form and structure of the possible transaction and the then proposed terms and conditions (the including pricing information) for such transaction (also an "Right Offer Notice"). 7.3 For [**] ([**]) business days following EarthLink's receipt of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant an Offer Notice (the "Lease ProposalEarthLink Offer Period"). , GoAmerica may not enter into a definitive agreement with respect to the Offer and must continue to provide information required to be provided pursuant to Sections 7.1 and 7.2. 7.4 If Lessee desires EarthLink determines to exercise its Right of Refusal for make a counter-offer to the space covered by offer described in the Lease ProposalOffer Notice, then Lessee must deliver EarthLink may do so prior to Lessor, within five days after receipt the end of the Lease ProposalEarthLink Offer Period, a written notice exercising by notifying GoAmerica in writing of the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee EarthLink's counter offer (the "EarthLink Counter Offer"). GoAmerica shall cause its Board of Directors promptly to be substantially convene for the same as contained purpose of determining whether to accept or reject the EarthLink Counter Offer. If the GoAmerica Board of Directors, in this Lease)good faith and after consultation with its professional financial advisors and outside legal counsel, determines that the EarthLink Counter Offer is more favorable to GoAmerica or to its shareholders from a financial perspective than the offer described in the Offer Notice, then GoAmerica will accept the EarthLink Counter Offer and affirmatively reject the third-party offer that is the subject of the Offer Notice, and Lessee shall thereafter promptly execute also immediately commence the diligent negotiation and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising preparation of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.definitive documents for the

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor Sublandlord hereby grants to Lessee a Subtenant an ongoing right of first refusal during (“First-Refusal Right”) to lease all or any portion of the Term remaining Master Lease Premises (the “First-Refusal Space”) in the Building, subject to the consent of this Leasethe Master Landlord. Upon receipt of a third-party offer to lease all or any portion of the First-Refusal Space, which offer Sublandlord desires to accept, Sublandlord shall provide Subtenant with written notice (the “First-Refusal Notice”) of such offer and all terms thereof, including rent, tenant improvement allowances or other concessions, lease term and landlord’s pre-delivery work obligations, if any. Sublandlord shall ensure that the First-Refusal Notice specifically describes the First-Refusal Space that will be available for lease (the “Specific First- Refusal Space”). If Subtenant wishes to exercise its First-Refusal Right with respect to the Unencumbered Specific First-Refusal Space, on Subtenant, within five (5) business days after the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any delivery of the Unencumbered Space First-Refusal Notice to a particular third party tenantSubtenant, then Lessor shall first deliver notice to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description Sublandlord of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires Subtenant’s intention to exercise its First-Refusal Right of with respect to all the Specific First-Refusal Space. If Subtenant does not exercise its First-Refusal Right within the five-business-day period, the First-Refusal Right shall terminate for the space covered by the Lease ProposalSpecific First-Refusal Space, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee and Sublandlord thereafter shall automatically be obligated free to lease from Lessor, beginning the Specific First-Refusal Space to anyone on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other First Refusal Notice. If Subtenant exercises its First-Refusal Right, Sublandlord and Subtenant shall promptly enter into a written sublease agreement on the same general terms and conditions of such lease by Lessee to as this Sublease except that Rent and all other economic terms for the Specific First- Refusal Space shall be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then First Refusal Notice. The term of this Sublease as it pertains to the particular space covered by Specific First Refusal Space shall be co-terminus with the Lease Proposal shall thereafter be forever free term of this Sublease as it pertains to the balance of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeSubleased Premises. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default of this LeaseDuring the Lease Term, Lessor grants to Lessee Tenant shall have a right of first refusal during (each a “Right of First Refusal”) to lease rentable area located adjacent to the Term Premises as portions of this Leaseit become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the Unencumbered Spaceentire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If ▇▇▇▇▇▇ rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on the following substantially similar terms and conditions (to those offered to Tenant in the "foregoing manner. Each Right of Refusal"): (a) In First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the event Lessor desires to lease any Lease at the date Landlord would otherwise notify Tenant of the Unencumbered offer concerning the Additional Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, or at any time thereafter and before commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, for the Additional Space. After Tenant validly exercises a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of First Refusal provided in this Lease, the particular space covered by parties shall execute an amendment to the Lease Proposal, upon adding the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to LesseeAdditional Space, or a separate new lease agreement to govern for the demising Additional Space, or such other documentation as Landlord shall require, promptly after Landlord shall prepare the same, confirm the leasing of such additional space Additional Space to Lessee. If Lessee fails to Tenant, but an otherwise valid exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of First Refusal contained in all respectsthis Lease shall be fully effective, whether or not such confirmatory documentation is executed. Upon If the leasing term of an Additional Space lease extends (including by Lessee an option timely exercised) beyond the Lease Term, then, (i) the Lease Term shall be extended to coincide with the term of the additional spaceAdditional Space Lease and (ii) Base Rent for the Premises from and after expiration of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, ▇▇▇▇▇▇’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the cost Right of erecting any additional privacy walls or privacy doorwaysFirst Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease of the Premises, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% assignee under a full or more a partial assignment of the original Unencumbered SpaceLease, and Lessee exercises its have any right to exercise a Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described First Refusal granted in (a) abovethis Lease.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee a Tenant shall have the one time right of first refusal during the Term ("Right of this Lease, First Refusal") with respect to the Unencumbered Space, 4,20 rentable square feet of space on the following terms and conditions 2nd floor of the Building shown on the demising plan attached hereto as Exhibit A (the "Right Refusal Space"), which right of Refusalfirst refusal shall be exercised as follows: when Landlord has a prospective tenant ("): (aProspect") In interested in leasing all or any part the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenantRefusal Space, then Lessor Landlord shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant advise Tenant (the "Lease ProposalAdvice"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt ) of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated terms under which Landlord is prepared to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal Refusal Space (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, portion thereof if the particular space set forth Prospect is interested in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor leasing less than all of the Unencumbered Refusal Space) to such Prospect and Tenant may lease the Refusal Space (or portion thereof if the Prospect is interested in leasing less than all of the Refusal Space), under such terms, by providing Landlord with written notice of exercise ("Notice of Exercise") within five (5) days after the date of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: a. Tenant is in default under the Lease at the time Landlord would otherwise deliver the Advice; or b. The Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; or c. The Lease has been assigned prior to the date Landlord would otherwise deliver the Advice; or d. The Refusal Space is not intended for the exclusive use of Tenant during the Lease Term; or e. The Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or f. Northwestern Mutual Life Insurance has the right to lease the Refusal Space, on it being understood that this Right of First Refusal is subject and subordinate to the terms and conditions described in (a) aboverights of Northwestern Mutual Life Insurance with respect to the Refusal Space.

Right of First Refusal. Provided Landlord and Tenant acknowledge that Lessee Suite 360 on the 3rd floor of the Building contains 2,376 rentable square feet of space in the location shown on EXHIBIT "G-1" attached hereto (hereinafter the "Opportunity Space"). The Opportunity Space is not in Default of this Lease, Lessor currently under lease to Telecommunications Technology Corp. ("TTC"). Landlord grants to Lessee Tenant a right of first refusal during to lease the Term of this LeaseOpportunity Space in accordance with, with respect to the Unencumbered Spaceand subject to, on the following terms and conditions (the "Right of Refusal"):conditions: (a) In the event Lessor Landlord obtains a written offer from a prospective tenant (including TTC) to lease all or any portion of the Opportunity Space after the termination of the TTC lease, and in the event Landlord desires to lease any accept such offer, then Landlord shall submit to Tenant in writing all of the Unencumbered material terms and conditions of such proposed offer to lease (hereinafter referred to as the "Offer") and Tenant shall have the right and option to lease the Opportunity Space covered by the Offer upon the same monetary terms and conditions, including any offer of free rent and leasehold improvement allowances, as embodied in the copy of such Offer submitted to Tenant by Landlord, but upon the same terms and conditions as this Lease and for a particular third party tenantterm expiring as of the Expiration Date. In the event the remaining months in the Lease Term or any extension thereof are less than the number of months in the term embodied in the Offer, then Lessor such free rent and leasehold improvement allowances shall first deliver be reduced to Lessee, the amounts that bear the same ratio to the free rent and leasehold improvement allowances embodied in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description Offer as the remaining months in the Lease Term bear to the number of months of the proposed lease, initialed by term embodied in the prospective third party tenant Offer. (the "Lease Proposal"). b) If Lessee desires Tenant shall elect to exercise its Right right to lease the Opportunity Space covered by the Offer, written notice of Refusal for such election shall be given to Landlord within three (3) days from the time that Tenant first received a copy of the Offer from Landlord (hereinafter referred to as the "Offer Period"), which notice by Tenant shall specify a date that Tenant shall lease the space covered by the Offer, which date shall be not less than fifteen (15) nor more than forty-five (45) days after the giving of notice thereof. (c) Upon the exercise of its right to lease the Opportunity Space covered by the Offer, Landlord and Tenant shall enter into a written agreement modifying and supplementing this Lease Proposaland specifying that the Opportunity Space is a part of the Premises under this Lease and containing other appropriate terms and provisions relating to the addition of such area to this Lease, including, without limitation, increasing, adjusting or augmenting Rent as a result of the addition of such space. The right of first refusal contained in this paragraph 4 of these Special Stipulations to the Lease shall then terminate as to the balance of the Opportunity Space not leased by Tenant, if any. (d) If a right to lease pursuant to this Section shall not be exercised within the Offer Period or shall be waived (no notice is deemed to be a waiver of such right), then Lessee must deliver Landlord shall have the right to Lessoroffer such space to the prospective tenant, and if such transaction is consummated, Tenant's rights under this Section shall automatically terminate and be of no further force or effect. If a right to lease pursuant to this Section shall not be exercised within five days the Offer Period or shall be waived (no notice is deemed to be a waiver of such right), and Landlord fails to lease the space covered by the Offer within six (6) months after receipt Landlord's submission of a copy of the Offer to Tenant, then this Section shall be applicable to any subsequent offer to lease the Opportunity Space or any portion thereof. (e) The foregoing right of first refusal is conditioned upon this Lease Proposalbeing in full force and effect and there being no default under this Lease. If Tenant fails to exercise the foregoing right of first refusal as provided in and in strict accordance with the terms of this paragraph, a written notice exercising or if the Right condition set forth in the first sentence of Refusal. Upon such exercisethis subsection (e) is not entirely satisfied, Lessee the foregoing right of first refusal shall automatically terminate and be obligated of no further force or effect, or if exercised, shall be null and void. (f) Tenant shall not have the right to lease from Lessor, beginning on such commencement date and extending through assign its right of first refusal to any sublessee of the remaining Term Demised Premises or any portion thereof or to any assignee of this Lease, nor may any such sublessee or assignee exercise or enjoy the particular space covered benefit of such right of first refusal. Tenant's Initials:_______ EXHIBIT H BUILDING RULES AND AGREED REGULATIONS 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas of the Building shall not be obstructed by tenants or used by any tenant for any purpose other than ingress or egress to and from their premises and for going from one to another part of the Lease Proposalbuilding. 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, upon and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed therein. Damage resulting to any such fixtures or appliances from misuse by a tenant shall be paid by such tenant, and Landlord shall not in any case be responsible therefor. 3. No sign, advertisements or notices shall be painted or affixed on or to any windows or doors or other parts of the same terms building except of such color, size and style and in such places as are set forth shall be first approved in writing by Landlord. No nails, hooks or screws shall be driven or inserted in any part of the Building, nor shall any part of the Building be defaced by tenants or their agents, servants, employees or invitees. 4. Landlord will provide and maintain in the Lease Proposal first floor (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free main lobby) of the Right of Refusal in building an alphabetical directory board for all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, tenants and no other directory shall be at the expense of Lesseepermitted unless previously consented to by Landlord in writing. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee If Landlord receives a proposal outlining the rent and all other material business terms upon which another prospective tenant desires to lease all or any portion of the space on the Suite 100 (approximately 3,664 square feet), Suite 102 (approximately 2,640 square feet), the space between Suites 100 and 102 (approximately 1,000 square feet), or Suite 110 (approximately 3,853 square feet) of the Building (collectively the "ROFR Space"), and/or if Landlord intends to make a proposal to a prospective tenant outlining the rent and all other material business terms upon which Landlord is not in Default willing to lease all or any portion of this Leasethe ROFR Space to the prospective tenant, Lessor grants and if on the basis of either such proposal (the "Proposal") Landlord intends to Lessee enter into further negotiations for a right of first refusal more definitive lease agreement with the prospective tenant, then Landlord shall, prior to executing the more definitive lease agreement at any time during the Term of this Lease, submit the Proposal to Tenant with respect an offer to lease the Unencumbered Space, on portion of the following terms and conditions ROFR Space covered by the Proposal (the "Right of RefusalApplicable Space"): ) to Tenant on the Proposed Terms (a) In the event Lessor desires as defined below). (For clarification, Tenant acknowledges that "Proposal," as used herein, does not necessarily mean a proposal or preliminary offer submitted to lease any of the Unencumbered Space to a particular third party Landlord by another prospective tenant, then Lessor shall first deliver but rather may mean a counterproposal that Landlord intends to Lessee, make to the other prospective tenant in writing, response to the other tenant's proposal or a lease proposal which sets forth preliminary offer.) If Tenant fails to accept the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, offer from Landlord in writing within five (5) business days after receipt of the Lease ProposalProposal and the offer, a written notice exercising the Right of Refusal. Upon such exercise, Lessee Landlord shall automatically be obligated entitled to lease from Lessorthe Applicable Space to the other prospective tenant (subject to Tenant's remaining rights, beginning if any, under the Options set out below) on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all or on other terms and conditions of which are generally more favorable to Landlord in all material respects. If Tenant accepts Landlord's offer within such lease by Lessee to be substantially five (5) business day period, Landlord shall cause an amendment (the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment "ROFR Amendment") to this Lease to govern be prepared, adding the demising Applicable Space to the Premises and otherwise providing for the lease of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, Applicable Space on the terms and conditions described in (a) above.Proposed Terms. Tenant's right of first refusal as to Suite 110 is subordinate to prior rights of KVM Technologies. Exhibit "A"

Right of First Refusal. Provided that Lessee is not in Default of this LeaseUnless and until the Option (as defined below) has terminated unexercised, Lessor grants to Lessee Axovant will have a right of first refusal during as follows: Roivant will not grant to any Person any rights under the Term Arena Agreements, whether by assignment, transfer, license, sublicense or otherwise, until Roivant has first provided to Axovant a reasonably detailed set of this Leasewritten terms upon which Roivant would be willing to grant such rights (the “Roivant Notice”). If Axovant notifies Roivant in writing within thirty (30) days of Axovant’s receipt of such notice that Axovant is interested in acquiring such rights (the “Axovant Notice”), then the Parties will negotiate in good faith a definitive agreement to grant Axovant such rights on such terms. If Axovant does not notify Roivant within thirty (30) days of Axovant’s receipt of the Roivant Notice that it wishes to negotiate the agreement described in the Roivant Notice, or if the Parties fail to execute a definitive agreement for such rights within sixty (60) days of the Axovant Notice (the later of such applicable date referred to as the “RoFR Expiration Date”), then Roivant may grant such rights to a third party, provided that (i) the terms on which Roivant grants such rights to such third party are not more favorable to such third party than the terms last offered to Axovant in writing by Roivant and (ii) the definitive binding agreement(s) with respect to the Unencumbered Space, on grant of such rights to the following terms and conditions third party is entered into no later than sixty (the "Right of Refusal"): (a60) In the event Lessor desires to lease any days of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal")RoFR Expiration Date. If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if Roivant may grant a non-exclusive sublicense under such rights to contractors performing work under the particular space Development Program solely to conduct such work without triggering the right of first refusal set forth in any Lease Proposal consists of 70% or more this Section, provided that the agreement between Roivant and such contractor under which such work is performed can be assigned to Axovant without such contractor’s consent in connection with Axovant’s exercise of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveOption.

Right of First Refusal. Provided that Lessee is not (a) Subject to and upon the terms, provisions and conditions set forth in Default of this LeaseArticle 14, Lessor Landlord hereby grants to Lessee the Qualified Tenant a recurring right of first refusal during (“ROFR”) to lease any portion of the Office Building not then leased by Tenant and which becomes available for lease and Landlord receives a bona fide third-party offer to lease such portion of the Office Building that Landlord desires to accept (the "Preferential Space") (b) Each time Landlord has a prospect who has made a bona fide offer for Preferential Space that Landlord is willing to accept (the “Third Party Offer”), Landlord shall notify Tenant in writing of the availability of such Preferential Space, said notice to include (i) the letter of intent or term sheet with respect to such Third Party Offer, (ii) if the Preferential Space is less than a full floor and less than thirty-six (36) months prior to the Expiration Date then exists, Landlord’s Renewal Rent Notice, and (iii) if the Preferential Space is a full floor or more and less than forty-eight (48) months prior to the Expiration Date then exists, Landlord’s Renewal Rent Notice (“Offer Notice”). Tenant shall notify Landlord in writing within ten (10) business days after receipt of the Offer Notice of its election to (i) lease such space upon the terms set forth in the Offer Notice, or (ii) decline to lease such space; it being agreed that Tenant may not elect to lease a portion of the Preferential Space. If Tenant fails to timely notify Landlord in writing within such ten (10) day period of its election to lease such space upon the terms set forth in the Offer Notice, Tenant shall be deemed to have declined to lease such Preferential Space (unless and until such Preferential Space in question becomes available again and the other conditions hereunder are then satisfied). If Tenant validly elects to lease such Preferential Space, Tenant shall accept the Preferential Space in its “as-is” condition and Landlord shall not provide to Tenant any allowances or other tenant inducements except as specifically provided in the Third Party Offer. (c) The length of the term for any Preferential Space that is less than a full floor shall be that which is set forth in the Third Party Offer, but Tenant may elect to lease such Preferential Space pursuant to the terms hereof on a coterminous basis with the remainder of the Leased Premises only if Tenant exercises the ROFR with respect to such Preferential Space prior to the date that is thirty-six (36) months prior to the Expiration Date. In the event Tenant elects to lease such Preferential Space on a coterminous basis with the remainder of the Leased Premises as aforesaid, and such term is more or less than the term of the lease for such Preferential Space specified in the Third Party Offer, the terms and conditions for the leasing of such Preferential Space as set forth in the Third Party Offer shall adjust prorata taking into consideration the shorter or longer lease term. If the parties are unable to agree on such adjustments to the Third Party Offer, the parties may submit to arbitration in accordance with the process set forth on Exhibit “E”. Notwithstanding anything in this Article 14 to the contrary, with respect to Preferential Space that is less than a full floor, Tenant shall not have the right to exercise the ROFR from and after the date that is thirty-six (36) months prior to the Expiration Date unless, simultaneous with Tenant’s delivery to Landlord of its notice to lease such Preferential Space pursuant to Section 14.1(b) upon the terms set forth in the Offer Notice (it being agreed that, in such case, Tenant shall have fifteen (15) business days (instead of ten (10) days) to notify Landlord of its election pursuant to Section 14.1(b)), Tenant provides Landlord with an irrevocable Renewal Notice in accordance with terms of Exhibit “E” (to the extent Tenant has the right to deliver such Renewal Notice pursuant to the terms of Exhibit “E”; provided, however, notwithstanding anything in Exhibit “E” to the contrary, Tenant shall have the right to deliver such a Renewal Notice earlier than eighteen (18) months prior to the Expiration Date in conjunction with Tenant’s delivery to Landlord of its notice to lease such Preferential Space pursuant to Section 14.1(b)). For the avoidance of doubt, the parties acknowledge that if Tenant provides Landlord with such Renewal Notice, notwithstanding anything in Exhibit “E” to the contrary, Tenant shall thereafter have no right to revoke such Renewal Notice. The length of the term for any Preferential Space that is a full floor or more shall be that which is set forth in the Third Party Offer, but Tenant may elect to lease such Preferential Space pursuant to the terms hereof on a coterminous basis with the remainder of the Leased Premises only if Tenant exercises the ROFR with respect to such Preferential Space prior to the date that is forty-eight (48) months prior to the Expiration Date. In the event Tenant elects to lease such Preferential Space on a coterminous basis with the remainder of the Leased Premises as aforesaid, and such term is more or less than the term of the lease for such Preferential Space specified in the Third Party Offer, the terms and conditions for the leasing of such Preferential Space as set forth in the Third Party Offer shall adjust prorata taking into consideration the shorter or longer lease term. If the parties are unable to agree on such adjustments to the Third Party Offer, the parties may submit to arbitration in accordance with the process set forth on Exhibit “E”. Notwithstanding anything in this Article 14 to the contrary, with respect to Preferential Space that is a full floor or more, Tenant shall not have the right to exercise the ROFR from and after the date that is forty-eight (48) months prior to the Expiration Date unless, simultaneous with Tenant’s delivery to Landlord of its notice to lease such Preferential Space pursuant to Section 14.1(b) upon the terms set forth in the Offer Notice (it being agreed that, in such case, Tenant shall have fifteen (15) business days (instead of ten (10) days) to notify Landlord of its election pursuant to Section 14.1(b)), Tenant provides Landlord with an irrevocable Renewal Notice in accordance with terms of Exhibit “E” (to the extent Tenant has the right to deliver such Renewal Notice pursuant to the terms of Exhibit “E”; provided, however, notwithstanding anything in Exhibit “E” to the contrary, Tenant shall have the right to deliver such a Renewal Notice earlier than eighteen (18) months prior to the Expiration Date in conjunction with Tenant’s delivery to Landlord of its notice to lease such Preferential Space pursuant to Section 14.1(b)). For the avoidance of doubt, the parties acknowledge that if Tenant provides Landlord with such Renewal Notice, notwithstanding anything in Exhibit “E” to the contrary, Tenant shall thereafter have no right to revoke such Renewal Notice. (d) If Tenant elects not to lease Preferential Space, then Landlord shall have the right to lease all or any portion of such Preferential Space, provided same shall be on terms and conditions substantially the same as those set forth in the Third Party Offer. For purposes hereof, the terms offered to another party shall be deemed to be “substantially the same” as those set forth in the Offer Notice as long as there is no more than a five percent (5%) reduction in the effective rental rate (i.e., the annual net rental rate taking into account all relevant factors including, without limitation, the rent, rent escalation, expense caps, rent abatement, pass throughs, improvement allowances and any other financial terms or concessions) when compared to the effective rental rate under the Offer Notice, considering all of the economic terms of both offers. Tenant shall once again have a ROFR to lease the Preferential Space if Landlord has not leased, or has not accepted an offer to lease, the Preferential Space within six (6) months from the date Tenant declined to lease such space or is deemed to have declined to lease such space as set forth herein. (e) Notwithstanding the foregoing, Base Rental and Tenant’s Additional Rental with respect to such Preferential Space Tenant elects to lease hereunder shall not commence until the later of (x) the date specified in the Third Party Offer and (y) six (6) months after Landlord delivers possession of such Preferential Space to Tenant. (f) Tenant's ROFR with respect to the Preferential Space, or any portion thereof, shall terminate upon the earlier to occur: (i) Tenant leases the Preferential Space, or any larger premises which includes the Preferential Space, either by exercising this ROFR or otherwise; or (ii) a default by Tenant under the Lease remains uncured beyond any applicable notice and cure periods at the time Landlord receives a Third Party Offer; or (iii) Tenant fails to timely respond to the Offer Notice as required by this Article 14, or (iv) the expiration of the Term of this Lease. (g) Within a commercially reasonable time following the exercise of the ROFR, Landlord and Tenant shall enter into an amendment to this Lease reflecting (i) the addition of the Preferential Space to the Leased Premises, (ii) the Base Rental and Tenant’s Additional Rental payable under this Lease with respect to the Unencumbered Preferential Space, on (iii) the following terms increase in Net Rentable Area of the Leased Premises and conditions Tenant's Proportionate Share and (iv) such other amendments as are reasonable to memorialize Tenant’s leasing of the "Right of Refusal"):Preferential Space. (ah) In Tenant acknowledges and agrees that, notwithstanding anything herein to the event Lessor desires contrary, the ROFR is subject and subordinate to lease any and all expansion options, refusal rights, preferential rights and renewal options of existing tenants and occupants in the Office Building existing as of the Unencumbered Effective Date (and their respective successors and assigns) and renewal rights of future tenant(s) and occupants of the Preferential Space (and their successors and assigns) for which Tenant did not exercise a ROFR. Landlord hereby represents and warrants to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which Tenant that Exhibit “V” sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, expansion options of existing tenants and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth occupants in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeOffice Building. (bi) Notwithstanding anything herein to the foregoingcontrary, if Tenant properly exercises the particular space set forth in any Lease Proposal consists Termination Option pursuant to the terms of 70% or more Article 12, Tenant shall have no right hereunder to exercise the ROFR during the period commencing on the date Tenant exercises the Termination Option through and including the day prior to the first (1st) year anniversary of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveTermination Option Date.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor Landlord hereby grants to Lessee a Tenant an ongoing right of first refusal (the “Right of First Refusal”) during the Term of this Lease, with respect pursuant to the Unencumbered Space, on the following terms and conditions of this Section 2 of Exhibit G on space that is contiguous to the Premises (any such space, the “First Refusal Space”) on the second (2nd) floor of the Building that a bona fide third party prospective tenant (a “Prospect”) has agreed to lease. 2.1 The Right of First Refusal shall be subject and subordinate to the following: (i) any renewal, expansion, right of refusal, right of offer or any other preferential rights which are included in any lease executed hereafter as to which Tenant fails or elects not to exercise the Right of First Refusal pursuant to this Section 2 and (ii) Landlord’s right to renew or extend the Lease of any tenant or subtenant then leasing or subleasing space in the First Refusal Space pursuant to a formal right contained in such tenant’s or subtenant’s lease or sublease. 2.2 When Landlord has a Prospect interested in leasing the First Refusal Space on terms acceptable to Landlord (in Landlord’s sole and absolute discretion), Landlord shall give Tenant notice (the "Right “Refusal Notice”) of Refusal"): (a) In the event Lessor desires terms under which Landlord is prepared to lease any the First Refusal Space to such Prospect, and that such terms have been accepted by Prospect and Landlord is prepared to draft a lease for Prospect reflecting such terms. The Refusal Notice shall at a minimum include the rentable floor area of the Unencumbered Space to a particular third party tenantFirst Refusal Space, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisionsBase Rental rate(s), commencement dateabated Base Rent and/or Operating Expenses, Landlord’s allowance for leasehold improvements, and lease space description of the proposed lease, initialed by the prospective third party tenant commission structure. Tenant shall have five (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five 5) business days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated Refusal Notice to notify Landlord in writing (an “Acceptance Notice”) that Tenant will lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, First Refusal Space offered in the Refusal Notice on the terms and conditions described set forth in the Refusal Notice, otherwise, Tenant’s rights with respect to such First Refusal Space shall terminate as to that portion of the space. Once Tenant delivers an Acceptance Notice, Tenant may not thereafter revoke such exercise and refuse to lease the First Refusal Space on the terms set forth in the Refusal Notice. If Landlord delivers the Refusal Notice and Tenant fails to timely exercise its right to lease the First Refusal Space by delivering an Acceptance Notice within the required five (a5) abovebusiness days, Landlord shall be free to lease such portion of the First Refusal Space to such Prospect and Tenant shall have no priority with respect to such First Refusal Space except as provided for below. Tenant agrees that Landlord and the Prospect proposing to lease the First Refusal Space shall not be precluded from making changes to the terms specified in the Refusal Notice during lease negotiations so long as such changes do not reduce the net effective per square foot rental rate (as hereinafter defined) for such Prospect by more than five percent (5%) below the net effective per rentable square foot rental rate set forth in the Refusal Notice, and so long as such changes do not materially modify any other terms set forth in the Refusal Notice. In the event Landlord and the Prospect have not entered into a binding lease for the First Refusal Space in question within 150 days of Tenant’s rejection (or deemed rejection) of the terms set forth in the Refusal Notice, Tenant’s Right of First Refusal shall be reinstated in its entirety. Notwithstanding the foregoing, should the Prospect be interested in leasing the First Refusal Space and additional space in the Building, Tenant shall be required to lease all of the space that such Prospect is interested in leasing (i.e. First Refusal Space plus any additional space) in accordance with the other requirements of this Section 2. As used herein, the term “net effective per square foot rental rate” shall mean the average per square foot base rent and additional rent over the term of the proposed lease as adjusted for any rent abatement or abatement of other charges, parking charges or inclusion of such charges in the rent, any other allowances such as a moving allowance, any concessions such as capping increases in controllable operating costs, whether the rent is “gross” (includes operating costs or base operating costs in base rent) or “net”, the scope of services provided, tenant improvement allowances, lease takeovers or assumptions, relocation allowances, and any other concessions or incentives. 2.3 The term for the First Refusal Space shall commence upon the commencement date stated in the Refusal Notice and thereupon such First Refusal Space shall be considered a part of the Premises, provided that all of the terms stated in the Refusal Notice, including the termination date set forth in the Refusal Notice, shall govern Tenant’s leasing of the First Refusal Space and only to the extent that they do not conflict with the Refusal Notice, the terms and conditions of the Lease shall apply to the First Refusal Space. Tenant shall pay Base Rental, Tenant’s Additional Rental and all other rent for the First Refusal Space in accordance with the terms and conditions of the Refusal Notice. 2.4 Notwithstanding anything to the contrary contained herein, Tenant shall only have the Right of First Refusal with respect to the First Refusal Space if no Event of Default has occurred and is continuing on (i) the date Landlord delivers a Refusal Notice to Tenant, (ii) the date of Tenant’s Acceptance Notice, or (iii) the date of delivery of the First Refusal Space to Tenant. 2.5 Prior to Landlord’s delivery of the First Refusal Space to Tenant, Landlord and Tenant shall execute an amendment (a “ROFR Amendment”) to the Lease documenting the expansion of the Premises pursuant to this Section 2; provided, however, that the exercise of the Right of First Refusal is binding and shall not be revocable after Tenant’s delivery of an Acceptance Notice and a failure to execute a ROFR Amendment shall not void Tenant’s exercise of the Right of First Refusal. 2.6 The First Refusal Space (including improvements and personalty, if any) shall be accepted by Tenant in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the First Refusal Space or the date the term for such First Refusal Space commences, unless the Refusal Notice specifies work to be performed by Landlord in the First Refusal Space and/or Landlord’s allowance for leasehold improvements, in which case Landlord shall perform such work in the First Refusal Space and/or provide the allowance for leasehold improvements. 2.7 The Right of First Refusal set forth above is personal to SailPoint Technologies, Inc. and may not be assigned, transferred or conveyed to any party, provided, however, the Right of First Refusal may be assigned, transferred or conveyed to a successor to Tenant in a Permitted Transfer without Landlord’s approval and shall remain valid for such successor.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, The Lessor hereby grants to the Lessee a right of first refusal during for the Term office space on the same floor as the Leased Object 2, being the first floor of the building Intercity Business Park lot 1. This means that if the Lessor has a potential lessee for this Leaseoffice space, with respect the Lessor will give preference to the Unencumbered SpaceLessee to lease this office space under the same conditions (including rent) and for the same areas as the potential lessee. This implies that if the Lessee exercises the right of first refusal, it must at least lease the same space as the potential lessee. The end date of the term which must be concluded by the Lessee for the lease of the additional office space on the following terms and same floor as the Leased Object 2, after the exercise of the right of first refusal as further described below, the end date may not exceed 12/31/2021. The Parties expressly agree that, if after the exercise by the Lessee of the right of first refusal, part of the first floor of the building Intercity Business Park lot 1 remains unoccupied, the Lessee will retain the right of first refusal, as described above, for the remaining unoccupied area. For this purpose:  the Lessor will inform the Lessee by registered letter of the conditions against which a potential lessee is willing to lease the office space;  the Lessee will have the option during 10 calendar days (the "Right of Refusal"): (a) In “Option period”), counted from the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposalabovementioned registered letter, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessorthe respective area under the same conditions (taking into account, beginning on such commencement with regard to the term, with the end date of 12/31/2021) and extending through for the remaining Term same areas;  the Lessee will be able to exercise this option within the Option period by informing the Lessor of this Leasethe intention to lease the office space;  if the Lessee exercises the option, Parties will consult in good faith in order to determine the lease of the additional spaces under the same conditions with regard to the rent, the particular space covered term (which may not exceed the end date of 12/31/2021) and surface area as offered by the Lease Proposalpotential lessee;  if the Lessee did not exercise the option within the Option period, upon the same terms as are set forth in Lessor is permitted to lease the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional respective space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lesseepotential lessee. If the Lessee fails to exercises its right to, after exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional spaceright of first refusal, additionally lease the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoingremaining unoccupied space and, if so desired, in a phased manner, Parties will consult in good faith in order to contractually record the particular space set forth in any Lease Proposal consists lease of 70% or more of this part. Thereby Parties will take into account the original Unencumbered Spaceexisting contractual agreements which apply between them at that time, and Lessee exercises its Right of Refusal, then Lessee shall be obligated specifically with regard to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveLeased Object 2.

Right of First Refusal. Provided that Lessee is not (a) Anything contained in Default Section 9.1 of this LeaseAgreement to the contrary notwithstanding, Lessor grants if, during the Buy Sell Exercise Period, either Cedar LP and Cedar GP acting collectively, on the one hand, or RioCan, on the other hand (the “ROFR Offeror”) desires to Lessee sell its or their entire Interest(s) (the “ROFR Interest”) to a third party pursuant to a ROFR Third Party Offer (any such sale being hereinafter referred to as a “ROFR Sale”), the ROFR Offeror shall give prompt written notice (the “ROFR Offer Notice”) to RioCan or the Cedar Partners, respectively (the “ROFR Offeree”) following the ROFR Offeror’s receipt of any ROFR Third Party Offer. The ROFR Offer Notice shall include a true and complete copy of the ROFR Third Party Offer. The ROFR Offer Notice shall disclose the identity of such third party, including the principals thereof, and evidence that such third party possesses the financial means to close the contemplated transaction as required under Section 9.5(c) hereof. The ROFR Offer Notice shall be deemed an offer by the ROFR Offeror to sell the ROFR Interest to the ROFR Offeree or the ROFR Offeree’s designee on the terms and conditions and for the purchase price set forth in the ROFR Third Party Offer, as modified by this Section 9.5. (b) The ROFR Offeree shall, within six (6) months after its receipt of the ROFR Offer Notice, give written notice (a “ROFR Response Notice”) to the ROFR Offeror electing to invoke one of the two options described in subparagraphs (i) and (ii) below. If the ROFR Offeree shall fail to send a ROFR Response Notice within such six (6) month period, or shall fail in the ROFR Response Notice to elect one of the two options described in subparagraphs (i) and (ii) below, the ROFR Offeree shall be deemed to have elected to invoke the option described in subparagraph (ii) below. (i) The ROFR Offeree may elect in the ROFR Response Notice to purchase the ROFR Interest. In such event, (A) the economic terms and conditions of the ROFR Third Party Offer shall govern such purchase (including, without limitation, the purchase price, apportionments, and payment of transfer taxes and other closing costs, but excluding remedies upon default) and (B) the non-economic provisions of Section 9.4(c) through (i) of this Agreement (including, without limitation, the timing of closing, deliveries, required consents and remedies upon default) shall govern such purchase, mutatis mutandis, as if the same were an election to purchase a Partner’s Interest pursuant to Section 9.4, provided that: (1) the ROFR Offeree shall be the “Purchasing Partner”, (2) the ROFR Offeror shall be the “Selling Partner”, (3) the ROFR Interest shall be the “Buy Sell Interests”, (4) the purchase price set forth in the ROFR Third Party Offer shall be the “Buy Sell Applicable Purchase Price”, (5) the closing of such purchase shall occur on the first Business Day that is at least sixty (60) days following the ROFR Offeror’s receipt of the ROFR Response Notice (subject to adjournment for not more than sixty (60) days in the aggregate to obtain all required third party consents to such purchase, including, without limitation, the consent of each lender under a Financing), and (6) in no event shall such purchase be conditioned upon the repayment of any Financing or the satisfaction or release of any Financing Document. (ii) The ROFR Offeree may elect not to purchase the ROFR Interest pursuant to subparagraph (i) above. In such event, the ROFR Offeror shall be permitted to sell the ROFR Interest to the third party identified in the ROFR Offer Notice in accordance with the terms of the ROFR Third Party Offer, in all but de minimis respects, including, without limitation, the closing date set forth therein. If the ROFR Sale does not occur on such terms on or prior to the closing date set forth in the ROFR Third Party Offer, the ROFR Interest shall again become subject to the right of first refusal during the Term provisions of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"):Section 9.5. (ac) In the event Lessor desires to lease any For purposes of the Unencumbered Space to this provision, a particular “ROFR Third Party Offer” shall mean an offer by a bona fide third party tenantnot affiliated with the ROFR Offeror and having the financial means to close the underlying acquisition to purchase the ROFR Interest, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth as evidenced by an executed and binding purchase agreement or letter of intent that (i) contains the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other material terms and conditions of such lease by Lessee offer, (ii) is subject to the terms and conditions of this Agreement, (iii) provides that (A) the purchase price shall be substantially payable only in the same as contained in this Lease)form of cash, (B) the ROFR Interest shall be delivered free and clear of all liens and encumbrances other than any Financings, and Lessee no other property or assets shall thereafter promptly execute be included in such ROFR Sale, and deliver to Lessor(C) the closing shall be a particular date that is not later than ninety (90) days after the date on which the ROFR Response Notice is given, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or and (iv) is accompanied by a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth deposit in the Lease Proposal, then form of a certified check in the particular space covered by the Lease Proposal shall thereafter be forever free amount of at least five percent (5%) of the Right of Refusal in all respectstotal purchase price. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if (1) the particular space set forth Cedar Partners shall not be permitted, without RioCan’s prior written consent (which may be withheld in its sole and absolute discretion), to consummate a ROFR Sale with any Lease Proposal consists third party that is not (or is not wholly owned by) a Person that is regularly engaged in the business of 70% owning, managing or more operating commercial real estate properties, (2) RioCan shall not be permitted, without the prior written consent of the original Unencumbered SpaceCedar Partners (which may be withheld in their sole and absolute discretion) to consummate a ROFR Sale with any third party that is not an Institutional Investor, (3) no Partner shall be permitted, without the prior written consent of the other Partners (which may be withheld in their sole and absolute discretion) to consummate a ROFR Sale with any third party that is (or is an Affiliate of) the owner of any retail space that, if directly acquired by any Partner, would violate the provisions of Section 7.2 of this Agreement, and Lessee exercises its Right of Refusal, then Lessee (4) each ROFR Sale shall be obligated subject to lease from Lessor all the provisions of the Unencumbered Space, on the terms and conditions described in (a) aboveSection 9.3 hereof.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor Landlord hereby grants to Lessee Tenant a right of ---------------------- first refusal during to lease that space commonly known as ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suites 100, 120, 200 and ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, consisting of approximately fifteen thousand ninety-three (15,093) square feet, as shown on Exhibit D (the Term of this Lease"RFR Space"), with respect subject to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"):conditions: (a) In Prior to entering into a lease for all or a portion of the event Lessor desires RFR Space, Landlord shall notify Tenant in writing of Landlord's intention to lease any all or a portion of the Unencumbered RFR Space, which notice shall set forth the terms and conditions, including, but not limited to, basic rent, under which Landlord intends to lease the RFR Space. Such notice shall constitute an offer to lease the RFR Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning Tenant on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms and conditions as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseenotice. (b) Notwithstanding Tenant shall have five (5) business days from the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more date of the original Unencumbered notice to deliver to Landlord its written unconditional and irrevocable acceptance of such offer. If Tenant accepts the offer, an amendment to this lease or a new lease covering the RFR Space and incorporating said terms and conditions shall promptly be executed. If a new lease is executed with Tenant covering the RFR Space such new lease shall provide that any default under this lease will also constitute a default under such new lease and Tenant agrees that any default by it under such new lease will also constitute a default under this lease. In the event Tenant rejects the offer, or does not answer within the specified time, or fails for any reason (unless such failure is due to the fault or delay of Landlord) to execute such amendment or new lease within fifteen (15) days of Tenant's acceptance of such offer, Landlord shall thereafter be released from any further obligation to Tenant hereunder with respect to the RFR Space and be free to negotiate with any number of third parties and to lease (without further obligation to Tenant) the RFR Space upon any terms and conditions (whether more or less favorable) that Landlord and such third party may agree and this right of first refusal shall be of no further force or effect. (c) This right of first refusal shall be subordinate to any existing rights of refusal, rights of expansion, options to extend or renew, and other rights contained in leases (or amendments to leases) executed prior to the date of this lease. In addition, this right of refusal shall not apply and Tenant shall have no rights hereunder in the event any tenant (or its successors or assigns) that now or hereafter occupies all or any portion of the RFR Space desires to extend, renew or otherwise modify its lease or desires to expand its premises to include any portion of the RFR Space, and Lessee exercises its Right of Refusal, then Lessee Landlord shall be obligated free to extend, renew or modify such lease or amend such lease to add any portion of the RFR Space without notice to Tenant. (d) This right of first refusal shall be void and of no force and effect and shall confer no rights on Tenant during any period in which Tenant is in default under this lease. (e) Notwithstanding anything in this paragraph to the contrary, Tenant's exercise of this right of first refusal shall be subject to Landlord's review and approval of Tenant's financial condition (including, without limitation, Tenant's net worth, current ratio and working capital reserves) at the time Tenant exercises this right of first refusal and notwithstanding Tenant's right hereunder Landlord shall have no obligation to lease from Lessor all of the Unencumbered RFR Space, on or any portion thereof, to Tenant unless Tenant's financial condition at the terms time of exercise is acceptable to Landlord. (f) All rights granted to Tenant pursuant to this paragraph are personal to Tenant and conditions described in (a) abovemay not be transferred or assigned.

Right of First Refusal. Provided that Lessee If Landlord intends to offer to a third ---------------------- party or to accept an offer from a third party for a lease of (i) all or any part of the Second Floor Option Space or the Fifth Floor Option Space, or (ii) the space described in clause (i) above plus any other space in the Building (for purposes hereof, such other space shall be deemed to be part of the "Actual ROFR Space"), Landlord shall give Tenant written notice of such offer ("Landlord's ROFR Notice") prior to Landlord entering into such lease. Landlord's Notice shall specify (i) the location and rentable area of the portion of the Option Space which Landlord desires to lease (which is henceforth referred to as the "Actual ROFR Space"), (ii) the proposed lease term for the Actual ROFR Space, (iii) the date Landlord will deliver possession of the Actual ROFR Space for the tenant to commence tenant improvements to prepare the Actual ROFR Space for occupancy, (iv) the annual rate of base rent per square foot of rentable area for the Actual ROFR Space, (v) the amount of all rent adjustments for the Actual ROFR Space, including, without limitation, fixed and/or indexed rent adjustments and rent adjustments for Expenses and Taxes for the Building, (vi) the tenant concessions (e.g., rent abatements and tenant improvement allowances and improvements), if any, which Landlord will provide in connection with such lease of the Actual ROFR Space; and (vii) any other material terms of such offer. Notwithstanding the foregoing, with respect to any offer to Landlord, its managing agent or its lender or any of their affiliates, the rental rate set forth in Landlord's ROFR Notice shall equal the Fair Market Rent for the Actual ROFR Space (determined in the same manner as set forth in Section 28B with respect to the Actual ROFO Space [as hereinafter defined]) rather than the terms offered to such party. Tenant shall thereupon have a right (a "Right of First Refusal") to lease all, but not less than all, of the Actual ROFR Space, subject to the following terms and conditions: (1) Tenant gives Landlord a written notice of its election to exercise the Right of First Refusal within 12 business days after Landlord gives Tenant Landlord's ROFR Notice; and (2) Tenant is not in Default of under this Lease, Lessor grants to Lessee a right either on the date Tenant exercises the Right of first refusal during First Refusal or on the Term proposed commencement date of this Lease, with respect to the Unencumbered lease term for the Actual ROFR Space, and this Lease is in full force and effect both on the following date Tenant exercises the Right of First Refusal and on the proposed commencement date of the lease term for the Actual ROFR Space. If Tenant does not timely or properly exercise a Right of First Refusal, Landlord may at any time thereafter lease the Actual ROFR Space to any third-party tenant on terms and conditions (the "Right provisions substantially similar to those set forth in Landlord's ROFR Notice, without any further rights of Refusal"): (a) In the event Lessor desires Tenant to lease any of such space (except as provided in Section 26C) unless and until such third-party tenant has vacated the Unencumbered Space to a particular third party tenantspace and such space is again available for leasing. Furthermore, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective if such third party tenant (is granted an option to expand into a specifically designated part of the "Lease Proposal"). If Lessee desires to exercise its Option Space, Tenant shall not have a Right of First Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt lease such specifically designated part of the Lease Proposal, a written notice exercising the Right of Refusal. Upon Option Space unless and until such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning third-party tenant's expansion option on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free part of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeOption Space has expired. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided Subject to the rights of Seattle Cancer Care Alliance and the terms of this Section 39, following the initial lease-up of the ROFR Space to a third party, the first time during the Base Term of the Lease that Lessee Landlord intends to accept a bona fide written proposal (a “Pending Deal”) to lease all or any portion of the ROFR Space (as defined below), Landlord shall deliver to Tenant written notice (each, a “Pending Deal Notice”) of the existence of such Pending Deal. For purposes of this Section 39(a), “ROFR Space” shall mean approximately 4,000 rentable square feet of space immediately adjacent to the Premises on the 2nd floor which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. For the avoidance of doubt, Tenant shall be required to exercise its right under this Section 39(a) with respect to all of the space described in Default the Pending Deal Notice, including, at Landlord’s option, any space in the Building in addition to the ROFR Space that is described in the Pending Deal Notice, which additional space shall be deemed to be included as part of the ROFR Space (the “Identified Space”). Within 7 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Acceptance Notice”) if Tenant elects to lease the Identified Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the Identified Space pursuant to this Section 39(a) is hereinafter referred to as the “Right of First Refusal.” If Tenant elects to lease the Identified Space described in the Pending Deal Notice by delivering an Acceptance Notice within the required 7 business day period, Tenant shall be deemed to agree to lease the Identified Space on the same general terms and conditions as this Lease except that the terms of this Lease, Lessor grants Lease shall be modified to Lessee a right reflect the terms of first refusal during the Term Pending Deal Notice for the rental of this Lease, the Identified Space. Tenant acknowledges that the term of the Lease with respect to the Unencumbered Identified Space and the Term of the Lease with respect to the existing Premises may not be co-terminous. Notwithstanding anything to the contrary contained herein, in no event shall the Work Letter apply to the Identified Space. If Tenant fails to deliver an Acceptance Notice to Landlord within the required 7 day period, Tenant shall have deemed to have forever waived its rights under this Section 39(a) with respect to the Identified Space and Landlord shall have the right to lease the Identified Space to the third party subject to the Pending Deal (or an affiliate of such third party) (each, a “Pending Deal Party”) on substantially the following same business terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (Pending Deal Notice. Notwithstanding anything to the contrary contained herein, if Landlord fails to execute a lease for the Identified Space with all other terms and conditions a Pending Deal Party within 6 months after the above-referenced 7 business day period, Tenant’s Right of Refusal shall be restored with respect to the next Pending Deal with respect to such lease by Lessee Identified Space. Notwithstanding anything to be substantially the same as contrary contained in this LeaseSection 39(a), and Lessee Tenant shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails have no right to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of First Refusal in all respects. Upon and the leasing by Lessee provisions of this Section 39(a) shall no Net Multi-Tenant Laboratory ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇/Alpine Immune Sciences - Page 30 longer apply after the date that is 9 months prior to the expiration date of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeBase Term if Tenant has not exercised its Extension Right pursuant to Section 40. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor hereby grants to Lessee a an ongoing right of first refusal during (the Term of this Lease, “First Refusal Right”) with respect to any space within the Unencumbered Space, Building located on the following terms and conditions 2nd floor (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"“First Refusal Space”). If Lessee desires to exercise its Right Lessee’s right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, first refusal shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions set forth in this Paragraph 14. If at any time during the Term, Lessor receives a good faith written offer (the “Good Faith Offer”) to lease any portion of the First Refusal Space which Lessor desires to accept, then, subject to the remainder of this Paragraph 14, Lessor shall deliver to Lessee a written notice (the “First Refusal Notice”) setting forth the terms of such Good Faith Offer and providing Lessee with the right to exercise its First Refusal Right as set forth herein. The First Refusal Notice shall describe the space so offered to Lessee and shall set forth the “First Refusal Rent,” as that term is defined below, and the other economic terms upon which Lessor is willing to lease such space to Lessee (collectively, the “Economic Terms”), which Economic Terms shall be consistent with the terms of the Good Faith Offer. If Lessee wishes to exercise its First Refusal Right, then within five (5) business days of delivery of the First Refusal Notice to Lessee (the “Exercise Period”), Lessee shall deliver notice to Lessor of Lessee’s exercise of its First Refusal Right with respect to all of the space described in the First Refusal Notice on the terms contained in such First Refusal Notice. If Lessee does not notify Lessor prior to the expiration of the Exercise Period, then Lessor shall be free to lease all or any part of the First Refusal Space describe in the First Refusal Notice to anyone to whom Lessor desires on any terms that Lessor desires; provided, that if Lessor subsequently desires to lease such space on terms which materially differ from the Terms offered to Lessee, Lessor shall provide an additional First Refusal Notice with respect to such materially different Terms in accordance with the terms of this Paragraph 14 and Lessee shall have the right to exercise its First Refusal Right with respect to such additional First Refusal Notice as provided herein. The Rent payable by Lessee for the First Refusal Space (athe “First Refusal Rent”) aboveshall be equal to the Economic Terms set forth in the First Refusal Notice. In the event that Lessee exercises its First Refusal Right as provided herein, the term of the First Refusal Space shall commence as provided in the Good Faith Offer (the “First Refusal Commencement Date”) and terminate on the date set forth in the Good Faith Offer (the “First Refusal Term”) and shall otherwise be subject to the Economic Terms set forth in the Good Faith Offer. Lessee shall not have the right to lease First Refusal Space, as provided in this Paragraph 14, if, as of the date of the attempted exercise of any First Refusal Right by Lessee, or, at Lessor’s option, as of the scheduled date of delivery of such First Refusal Space to Lessee, an uncured Default by Lessee exists under the Lease.

Right of First Refusal. Provided that Lessee is not in Default In the event FRANCHISEE wishes to sell or otherwise transfer its franchise rights, this Agreement, or a substantial portion of this Leasethe assets of the Franchised Business to a third party, Lessor FRANCHISEE hereby grants to Lessee GREASE MONKEY a 30 day right of first refusal during to purchase such rights or assets proposed to be transferred on the Term same terms and conditions as are contained in the written agreement signed by FRANCHISEE and the proposed transferee; provided however, the following additional terms and conditions shall apply: a. The 30 day period shall run concurrently with the period in which GREASE MONKEY has to approve or disapprove of this LeaseFRANCHISEE's proposed transfer or sale. The time within which GREASE MONKEY may exercise its right of first refusal shall commence as of the date of the notice provided by FRANCHISEE to GREASE MONKEY containing all information described in Section 13.2(f) above and receipt by GREASE MONKEY of the written agreement of transfer signed by FRANCHISEE and the proposed transferee containing all of the terms and conditions of the transfer. b. GREASE MONKEY's right of first refusal shall include the right of first refusal to purchase any portion or all of FRANCHISEE's interest in the Franchised Business premises, whether the premises are owned or leased by FRANCHISEE, if such interest is part of the assets proposed to be transferred or sold. The terms and conditions of GREASE MONKEY's right of first refusal may be recorded, if deemed appropriate by GREASE MONKEY, in the real property records. GREASE MONKEY and FRANCHISEE agree to execute such additional documentation as may be necessary in connection with the recording. c. GREASE MONKEY's right of first refusal arises with respect to each proposed transfer. Any material change in the Unencumbered Spaceterms or conditions of the proposed transfer shall be deemed a separate transfer for which a new 30 day period for the right of first refusal shall be given and new documents shall be submitted to GREASE MONKEY. d. If the consideration or the manner of payment offered by a third party is such that GREASE MONKEY may not reasonably be required to furnish the same, then GREASE MONKEY may purchase the interest which is proposed to be sold for the reasonable cash equivalent. If the parties cannot agree within a reasonable time on the following terms cash consideration, an independent appraiser shall be designated by GREASE MONKEY, whose determination will be binding upon the parties. All expenses of the appraiser shall be paid for equally between GREASE MONKEY and conditions (the "Right of Refusal"): (a) FRANCHISEE. In the event Lessor desires to lease any of that the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description terms of the proposed lease, initialed by transfer include an offer on the prospective third party tenant (part of FRANCHISEE to finance a portion of the "Lease Proposal"). If Lessee desires to exercise its Right purchase price on behalf of Refusal for the space covered by the Lease Proposalproposed transferee, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are shall be made available to GREASE MONKEY. e. The closing between GREASE MONKEY and FRANCHISEE shall occur upon the later of the date of closing set forth in the Lease Proposal (with all other terms written agreement of transfer signed by FRANCHISEE and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lesseeproposed transferee, or a separate lease agreement to govern 60 days from the demising date of such additional space to Lessee. If Lessee fails to GREASE MONKEY's notice of exercise of its Right right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseefirst refusal. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. “ROFR”). 1.18.1 Provided that Lessee is Tenant has not in Default assigned the Lease other than pursuant to a Permitted Transfer and has not entered into a Disqualifying Sublease, and subject to the terms of this LeaseSection 1.18, Lessor grants each time (i) from and after Tenant’s delivery of a Second Delay Notice on any Fixed Date Expansion Space that Landlord intends to Lessee accept a right written proposal to lease all or a portion of first refusal such Fixed Date Expansion Space to any to a third party, and (ii) during the Term that Landlord intends to accept a written proposal to lease all or a portion of the Unilateral Expansion Space (in the case of each of clause (i) and clause (ii), a “Pending Deal”), Landlord shall deliver to Tenant written notice (a “Pending Deal Notice”) of the existence of and material terms of such Pending Deal (including the interpolation/extrapolation of such material terms of the Pending Deal to reflect a lease term contemplated by Section 1.18.2 below), provided that Landlord may withhold the name of the proposed third-party lessee for the Pending Deal. Within five (5) Business Days after Tenant’s receipt of a Pending Deal Notice, Tenant shall deliver to Landlord written notice (a “Pending Deal Acceptance Notice”) if Tenant elects to lease the Fixed Date Expansion Space or Unilateral Expansion Space set forth in the Pending Deal Notice (the “Identified ROFR Space”). Landlord’s obligation to deliver the Pending Deal Notice and Tenant’s right to elect to lease or not lease the Identified ROFR Space pursuant to this LeaseSection 1.18.1 is hereinafter referred to as the “Right of First Refusal”. If Tenant elects to lease the Identified ROFR Space by delivering the Pending Deal Acceptance Notice within the required five (5) Business Day period, with respect Tenant shall be deemed to agree to lease the Unencumbered Space, Identified ROFR Space on the following same general terms and conditions as the Lease except for the economic and other terms specifically set forth in the Pending Deal Notice. If Tenant fails to deliver a Pending Deal Acceptance Notice to Landlord within the required five (the "Right of Refusal"): (a5) In the event Lessor desires business day period, Tenant shall be deemed to have waived its rights under this Section 1.18.1 to lease any the Identified ROFR Space identified in such Pending Deal Notice, and Landlord shall have the right to lease the Identified ROFR Space on substantially the same economic terms and conditions set forth in the Pending Deal Notice. As used in the prior sentence, substantially the same shall mean economic terms which do not differ by more than seven and one-half percent (7.5%) from the economic terms that were offered to Tenant in the Pending Deal Notice. Any Identified ROFR Space leased by Landlord in accordance with the immediately preceding sentence shall become Tenanted Space subject to Tenant’s Tenanted Space Option (pursuant to, and as such terms are defined in, Section 1.19 of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"Lease). If Lessee desires to exercise its Right there exists a monetary or material non-monetary Event of Refusal for Default by Tenant hereunder on the space covered by date of the Lease Proposalgiving of the Pending Deal Acceptance Notice, then Lessee must deliver to Lessorthen, at Landlord’s election (which shall be exercised within five days ten (10) Business Days after receipt of the Lease ProposalPending Deal Acceptance Notice, a written notice exercising the Right of Refusal. Upon such exercise, Lessee or shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Leasedeemed waived), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, Pending Deal Acceptance Notice shall be at ineffective as to the expense of Lesseesubject Identified ROFR Space. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. (“ROFR Space”). Provided that Lessee is not in Default no event of this Leasedefault exists on the date Landlord receives a third party offer, Lessor Landlord hereby grants to Lessee Tenant, but not to any assignee or subtenant of Tenant, a right of first refusal during the Extended Term (but not during any renewal of this Leasethe Extended Term) to Lease the approximate 5,941 square feet of space immediately contiguous to the Leased Premises and as identified on Exhibit A as the ROFR Space. If Landlord receives an offer to lease any portion of the ROFR Space from a third party, Landlord shall notify Tenant in writing of its intention to accept the offer (the “Offer”) and provide Tenant with the terms under which it is prepared to lease the ROFR space. Tenant shall have seven (7) business days from receipt of Landlord’s notice to notify Landlord in writing of Tenant’s intent to exercise its right of first refusal with respect to the Unencumbered ROFR Space, on which is the following subject of the Offer. If the terms and conditions (of the "Right Offer include space in addition to the ROFR space, Tenant shall be required to lease all of Refusal"): (a) In the event Lessor such space if it desires to lease any the ROFR Space. If Tenant does not exercise its right of first refusal within seven (7) days of receipt of Landlord’s notice, then Landlord may lease such space to the Unencumbered Space to a particular third party. If the third party tenantdoes not execute a Lease for the ROFR Space, then Lessor Tenant’s right of first refusal shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal")be reinstated. If Lessee desires Tenant elects to exercise its Right right of Refusal first refusal to lease the ROFR Space (including any additional space) which is the subject of the offer, then the terms for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to ROFR Space shall be substantially the same as contained those economic terms offered to the third party including length of term. Furthermore, Tenant acknowledges in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails event Tenant elects not to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with their ROFR the proposed third party tenant upon substantially ROFR space will be offered to ▇▇▇▇▇▇▇ per their subordinate rights to the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above16. Intentionally deleted. 17. Intentionally deleted.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee a right of first refusal If at any time during the Term, as extended by the valid exercise of an option to extend the Term ("ROFR Period"), Landlord determines to offer the Premises for sale, then Landlord shall offer to sell the Premises to Tenant at the rate and upon the terms and conditions proposed by Landlord and pursuant to the purchase and sale agreement form forwarded therewith ("Proposed Agreement"). Tenant shall have 15 days following the service of this LeaseLandlord's written offer of the ROFR on Tenant to accept or reject such offer by serving Landlord with written notice of Tenant's decision. If Tenant rejects the ROFR offer, proposes to vary any of the terms and conditions of Landlord's ROFR offer by means of counter-offer or otherwise, or fails to accept or reject the ROFR offer within such 15 day period, then such failure, proposal to vary terms or rejection shall be deemed an irrevocable rejection of Landlord's offer and the ROFR offer shall expire and be of no further force and effect, Landlord shall thereafter have the right to sell the Premises to any third party pursuant to the terms and conditions set forth in the ROFR offer, or on any other terms and conditions, without any obligation to offer the same to Tenant, except as specifically provided below. In the event Tenant rejects the ROFR offer, and thereafter Landlord desires to enter into an agreement to sell the Premises for a purchase price which is 10% or more favorable with respect to the Unencumbered Spacepurchase price to the proposed buyer than the ROFR offer ("Amended ROFR offer"), on Landlord shall not enter into such agreement without first offering the following Amended ROFR offer to Tenant upon the more favorable terms and conditions (conditions. For example, if the "Right of Refusal"): (a) In ROFR offer is to sell the event Lessor Premises to Tenant for $4,000,000, and Tenant does not accept the ROFR offer, and thereafter Landlord desires to lease any sell the Premises to a third party for $3,500,000, Landlord shall first be required to offer the Premises to Tenant for $3,500,000 since such amount is more than 10% less than the original ROFR offer. In such event, Tenant shall have 10 days to accept or reject the Amended ROFR offer by serving Landlord written notice of Tenant decision. The terms and provisions contained herein concerning Tenant's acceptance or rejection of the Unencumbered Space of-the initial ROFR offer, or Landlord's failure to a particular third party tenantoffer same to Tenant as required herein, shall also apply to the Amended ROFR offer. If Tenant accepts in writing the ROFR offer (or, if applicable, the Amended ROFR offer) as provided above, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description within 15 days after Tenant's acceptance of the proposed leaseROFR offer, initialed Landlord and Tenant shall execute the Proposed Agreement." If this document is executed in counterparts, each counterpart shall be deemed an original. Except to the extent modified by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this LeaseThird Amendment, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered (as modified by the Lease Proposal First and Second Amendment) shall thereafter be forever free remain in full force and effect. The parties have executed this Amendment as of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseedate first above written. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default (a) During the term of this LeaseAgreement, Lessor grants no Subscriber shall Transfer any Senior Securities to Lessee a right of first refusal during the Term of this Lease, Person that is a Specified Person with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall Other Subscriber without first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of complying with this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeSection 2. (b) Notwithstanding If a Subscriber (the foregoing"TRANSFERRING SUBSCRIBER") proposes to Transfer any Senior Securities to a Person that is a Specified Person with respect to the Other Subscriber (after discussions between the Specified Person and the Transferring Subscriber have taken place and an indication of interest from the Specified Person has been received), it shall first deliver to the Other Subscriber a written notice of such intention (a "FIRST REFUSAL NOTICE"), stating the series and number of Senior Securities and the type and amount of Junior Securities, if any, proposed to be Transferred (the particular space "FIRST REFUSAL SECURITIES"), the name of the proposed Specified Person transferee, and the principal terms and conditions on which the Transferring Subscriber is willing to offer the First Refusal Securities to the Other Subscriber. (c) The Other Subscriber may accept the offer of all or any portion of the First Refusal Securities by delivering a written notice of acceptance (a "FIRST REFUSAL ACCEPTANCE") to the Transferring Subscriber agreeing to purchase, or to cause its designee to purchase, all or any of the First Refusal Securities at the price and on the other terms and conditions (including tax consequences) set forth in any Lease Proposal consists of 70% or more the First Refusal Notice. In order to be effective, a First Refusal Acceptance must be signed by the Other Subscriber and be given to the Transferring Subscriber no later than 5:00 p.m., Eastern Time, on the last day of the original Unencumbered Space15-day period following the date the First Refusal Notice is given, or if such day is not a Business Day, then on the following Business Day (the period following delivery of a First Refusal Notice during which a First Refusal Acceptance may be given being the "FIRST REFUSAL ELECTION PERIOD"). The consideration to be paid by the Other Subscriber delivering a First Refusal Acceptance must be in the form set forth in the First Refusal Notice; PROVIDED that if the consideration set forth in the First Refusal Notice is not wholly in cash, then the Other Subscriber may pay the non-cash portion of such consideration in cash in an amount equal to the fair market value of such non-cash consideration as appropriately adjusted to reflect all tax consequences affecting the Transferring Subscriber resulting from the consideration not being paid in the same form as set forth in the First Refusal Notice. (d) Upon receipt by the Transferring Subscriber of a First Refusal Acceptance with respect to all, but not less than all, First Refusal Securities, a binding agreement shall exist between the Transferring Subscriber and the Other Subscriber obligating the Transferring Subscriber to sell to such Other Subscriber or its designee, and Lessee exercises obligating the Other Subscriber or its Right of Refusaldesignee to buy from the Transferring Subscriber, then Lessee shall be obligated to lease from Lessor all of the Unencumbered SpaceFirst Refusal Securities, on the terms and subject to the conditions described set forth in the First Refusal Notice and, to the extent not inconsistent therewith, this Agreement (asubject to the proviso in the last sentence of Section 2(c)). (e) aboveIf the Transferring Subscriber does not receive a First Refusal Acceptance during the First Refusal Election Period, all the First Refusal Securities shall constitute Free to Sell Securities for the 90-day period beginning on the first Business Day after the First Refusal Election Period. As used in this Agreement, such 90-day period, and any extension thereof pursuant to Section 2(l), are referred to collectively as the "FREE TO SELL PERIOD". (f) If the Transferring Subscriber receives a First Refusal Acceptance agreeing to purchase some, but not all, First Refusal Securities, the Transferring Subscriber may elect to accept or reject the First Refusal Acceptance by giving written notice thereof to the Other Subscriber . If the Transferring Subscriber accepts the First Refusal Acceptance, then (i) a binding agreement shall exist between the Transferring Subscriber and the Other Subscriber obligating the Transferring Subscriber to sell to the Other Subscriber or its designee, and obligating the Other Subscriber or its designee to buy from the Transferring Subscriber, the number of First Refusal Securities covered by the First Refusal Acceptance, on the terms and subject to the conditions set forth in the First Refusal Notice and, to the extent not inconsistent therewith, this Agreement (subject to the proviso in the last sentence of Section 2(c)), and (ii) those First Refusal Securities that the First Refusal Acceptance does not provide for an agreement to purchase shall constitute Free to Sell Securities for the Free to Sell Period. If the Transferring Subscriber rejects such First Refusal Acceptances, then all the First Refusal Securities shall constitute Free to Sell Securities for the Free to Sell Period; PROVIDED, HOWEVER, that notwithstanding Section 2(j), in such case the Transferring Subscriber shall not be permitted to make any partial sale of the Free to Sell Securities to a Specified Person during the Free to Sell Period, without complying again with this Section 2. (g) Notwithstanding anything herein to the contrary, it shall be a condition to the obligations of both the Transferring Subscriber and, subject to Section 2(m), the Other Subscriber to consummate the purchase and sale of the First Refusal Securities pursuant to this Section 2 that any Governmental Approval required with respect to the purchase and sale of First Refusal Securities pursuant to Section 2(d) or Section 2(f)(i), as applicable, shall have been obtained (other than any Governmental Approval as to which the failure to obtain would not have a material adverse effect on any party hereto) and that such purchase and sale not violate or conflict with any applicable Law (other than any such violation or conflict that would not have a material adverse effect on any party hereto). In that connection, Transferring Subscriber and the Other Subscriber shall cooperate in good faith in seeking to obtain any such required Governmental Approvals. (h) The closing of any purchase and sale of First Refusal Securities pursuant to this Section 2 (any such purchase and sale, a "FIRST REFUSAL SALE") shall occur at such time and place as the parties thereto may agree, but in any event no later than the fifth Business Day after the end of the First Refusal Election Period (or, if earlier, the fifth Business Day after a First Refusal Acceptance has been given by the Other Subscriber), subject to the condition in Section 2(g). The First Refusal Sale shall be without representation or warranty, except that each party to the First Refusal Sale shall represent and warrant that it has all requisite power and authority, including without limitation any necessary corporate authorizations, to enter into the First Refusal Sale, and the Transferring Subscriber shall represent and warrant that such Transferring Subscriber is transferring good and valid title to the First Refusal Securities being sold, free and clear of any Lien or Restriction. (i) If, notwithstanding Section 2(h), the First Refusal Sale has not been consummated by the First Refusal Sale Deadline, for any reason other than a material default by the Transferring Subscriber of its obligations hereunder, then, notwithstanding anything to the contrary herein, the Transferring Subscriber and the Other Subscriber shall not be obligated to consummate the First Refusal Sale, and the First Refusal Securities shall be Free to Sell Securities for the then following 90 days (which 90-day period, as the same may be extended pursuant to Section 2(l), shall constitute a Free to Sell Period). As used herein, "FIRST REFUSAL SALE DEADLINE" means the first to occur of any of the following: (i) if the condition in Section 2(g) has been satisfied, the fifth Business Day after the end of the First Refusal Election Period, or, if later, the fifth Business Day after satisfaction of such condition; (ii) if the condition in Section 2(g) has not theretofore been satisfied, the 300th day after the end of the First Refusal Election Period; and

Right of First Refusal. Provided that Lessee Tenant is not then in Default hereunder beyond any applicable cure period, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Permitted Transfer of this Lease to an Affiliate as described in Section 9.1(e) of the Lease, Lessor grants Tenant shall have a continuing right (“First Refusal Right”) to Lessee a right of first refusal lease, during the initial approximately 77 month Term of this Lease, with respect the Lease as to the Unencumbered 43 Discovery Premises, approximately 31,407 rentable square feet of office space on the first floor of the Building as shown on the attached Exhibit A-1 (“First Right Space”) in accordance with and subject to the provisions of this Section. Following the receipt by Landlord of a bona fide letter of intent, request for proposal or other written expression of interest to lease the First Right Space, on the following terms and conditions then provided Landlord intends to pursue such leasing opportunity, Landlord shall give Tenant written notice (the "“First Right of Refusal"): (aNotice”) In the event Lessor desires to lease any of the Unencumbered Space basic economic terms, including but not limited to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisionsBasic Rent, term, operating expense base, security deposit, and tenant improvement provisionsallowance (collectively, commencement datethe “Economic Terms”), upon which Landlord intends to lease such First Right Space to the applicable third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. It is understood that should Landlord intend to lease other office space description in addition to the First Right Space as part of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposala single transaction, then Lessee must deliver the First Right Notice shall so provide and all such space shall collectively be subject to Lessor, within five the following provisions. Within 3 business days after receipt of the Lease ProposalFirst Right Notice, a Tenant may, by written notice exercising the Right of Refusal. Upon such exerciseto Landlord, Lessee shall automatically be obligated elect to lease from Lessorall, beginning on but not less than all, of the space specified in the First Right Notice (the “Designated First Right Space”) upon such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are Economic Terms set forth in the Lease Proposal (with all other terms First Right Notice and conditions of such lease by Lessee to be substantially the same non-Economic Terms as contained set forth in this Lease). In the event that Tenant does not timely commit in writing to lease the Designated First Right Space on the foregoing terms, then Landlord shall be free to lease same thereafter without any constraint, and Lessee Tenant shall thereafter have no further rights to any such Designated First Right Space. Should Tenant timely elect to lease the Designated First Right Space, then Landlord shall promptly execute prepare and deliver to Lessor, at Lessor's option, either Tenant an Amendment amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to govern Landlord within 10 days. Tenant’s failure to timely return the demising of amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Designated First Right Space, to lease such additional space to Lesseea third party without any obligation pursuant to this Section, and/or to pursue any other available legal remedy. In the event that Landlord leases the First Right Space, or any portion thereof, to a separate lease agreement to govern third party in accordance with the demising provisions of such additional space to Lessee. If Lessee fails to exercise its this Section, and during the effective period of this First Right of Refusal as set forth abovethe First Right Space, or any portion thereof, shall again become available for releasing, then provided that Lessor enters prior to Landlord entering into any such new lease with a lease agreement with the proposed third party tenant upon substantially other than the same terms as were set forth then-current occupant thereof for the First Right Space, Landlord shall repeat the procedures specified above in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respectsthis Section. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if it is understood that Tenant’s First Refusal Right shall be subject to any extension rights previously granted by Landlord to any third party tenant in the particular space set forth in Building, as well as to any Lease Proposal consists of 70% such rights which may hereafter be granted by Landlord to any third party tenant occupying the First Right Space or more of the original Unencumbered Spaceany portion thereof, and Lessee exercises its Right of Refusal, then Lessee Landlord shall in no event be obligated to lease from Lessor all initiate this First Refusal Right prior to leasing any portion of the Unencumbered Space, on First Right Space to the terms then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and conditions may not be assigned or transferred (except in connection with a Permitted Transfer as described in (aSection 9.1(e) aboveof the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Time is specifically made of the essence of this Section.

Right of First Refusal. Provided that Lessee is not in Default Subject to then-existing renewal or expansion options or other preferential rights of this Leaseother tenants, Lessor grants to Lessee if Landlord receives a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires Third Party Offer to lease any of the Unencumbered remaining space on floor 16-North in the Building (the “Refusal Space”) and Landlord is willing to accept the terms of such Third Party Offer, Landlord shall offer to lease to Tenant the Refusal Space to a particular third party tenant, then Lessor on the same terms and conditions as the Third Party Offer; such offer shall first deliver to Lessee, (a) be in writing, a lease proposal which sets forth (b) specify the rental ratepart of the Refusal Space being offered to Tenant here under (the “Designated Refusal Space”), escalation provisions, term, tenant improvement provisions, commencement date(c) specify the rent to be paid for the Designated Refusal Space, and lease space description (d) contain the basic terms and conditions of the proposed lease, initialed by Third Party Offer and the prospective third party tenant date on which the Designated Refusal Space shall be included in the Premises (the "Lease Proposal"“Refusal Notice”). If Lessee desires The Refusal Notice shall be substantially similar to exercise its Right of the Refusal for Notice attached to this Exhibit. Tenant shall notify Landlord in writing whether Tenant elects to lease the space covered by Designated Refusal Space subject to the Lease Proposal, then Lessee must deliver to LessorThird Party Offer on the same terms and conditions as the Third Party Offer in the Refusal Notice, within five seven days after receipt Landlord delivers to Tenant the Refusal Notice. If Tenant timely elects to lease the Designated Refusal Space within such seven-day period, Landlord and Tenant shall execute an amendment to the Lease, effective as of the Lease Proposaldate the Designated Refusal Space is to be included in the Premises, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are the Lease, as amended by this Amendment, except (1) the Basic Rent and parking charges shall be the amounts specified in the Refusal Notice, (2) the term for the Designated Refusal Space shall be that specified in the Refusal Notice, (3) Tenant shall lease the Designated Refusal Space in an “AS-IS” condition, (4) Landlord shall not be required to perform any work therein, (5) Landlord shall not provide to Tenant any allowances other than those contained in the Third Party Offer (e.g., moving allowance, construction allowance, and the like) if any, and (6) other terms set forth in the Lease Proposal (which are inconsistent with all other the terms and conditions of the Refusal Notice shall be modified accordingly. Within five business days of Tenant’s delivery of its executed counterpart of such lease by Lessee to be substantially the same as contained in this Lease)amendment, and Lessee Tenant shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising a replacement Tenant’s Letter of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement Credit with the proposed third party tenant upon substantially Tenant’s Letter of Credit Amount equal to the same terms as were set forth then-current Tenant’s Letter of Credit Amount plus $4.50 per rentable square foot of space in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Designated Refusal in all respectsSpace. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular Refusal Notice includes space set forth in any Lease Proposal consists of 70% or more excess of the original Unencumbered Refusal Space, and Lessee exercises Tenant must exercise its Right right hereunder, if at all, as to all of Refusalthe space contained in the Refusal Notice. If Tenant fails or is unable to timely exercise its right hereunder with respect to the Designated Refusal Space, then Lessee such right shall lapse, time being of the essence with respect to the exercise thereof, and, subject to the limitations hereinafter provided, Landlord may lease all or a portion of the Designated Refusal Space to third parties on such terms as Landlord may elect. Landlord shall not be obligated to lease from Lessor re-offer the Designated Refusal Space to Tenant unless Landlord fails to enter into a Lease Agreement with respect to the Designated Refusal Space with the same party (or an affiliate of the same party) that provided the Third Party Offer within 180 days after the date of the Refusal Notice. For purposes hereof, if a Refusal Notice is delivered for less than all of the Unencumbered Refusal Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Refusal Space, such remaining portion of the Refusal Space shall thereafter be excluded from the provisions of this Exhibit. Unless otherwise agreed in writing by Landlord and Tenant’s real estate broker, in no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Exhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through or under the indemnifying party. Tenant’s rights under this Exhibit shall terminate, at Landlord’s option, if (a) an Event of Default exists as of the date of Tenant’s exercise of its rights under this Exhibit or as of the effective date of the addition of the Designated Refusal Space to the Premises, (b) the Lease or Tenant’s right to possession of any of the Premises is terminated, (c) Tenant assigns its interest in the Lease to a party other than a Permitted Transferee or sublets any portion of the Premises, (d) Tenant fails to lease from Landlord at least the same number of rentable square feet leased to Tenant as of the date of this Amendment and to occupy at least 13,322 rentable square feet of space, (e) Landlord determines, in its sole but reasonable discretion, that Tenant’s financial condition or creditworthiness has materially deteriorated since the date of this Amendment, (f) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant’s exercise thereof, or (g) less than one full calendar year remains in the current Term, as extended by this Amendment. Before Landlord makes a determination under clause (e) to terminate this Exhibit, Landlord shall first provide Tenant with a period of 30 days to provide alternative credit support sufficient to address the credit concerns of Landlord. If such alternative credit support is provided and acceptable to Landlord, this Exhibit shall remain in full force and effect. Tenant’s rights under this Exhibit shall not apply to leases that allow tenants in the Building to use such space as unfinished storage area and other temporary leases to provide temporary space to tenants that ultimately will occupy other space in the Building on a permanent basis, any management space, tenant relocation space and other building space/amenities (conference center, fitness center, etc.). Mimecast North America, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇ Re: Amendment No. 2 (the “Amendment”) dated April _, 2017, between PCPI UT OWNER, LP, a Delaware limited partnership (“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (‘Tenant’). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Amendment unless otherwise indicated. Ladies and Gentlemen: Pursuant to the Right of First Refusal attached to the Amendment, this is a Refusal Notice on Suite .The basic terms and conditions described are as follows: SIZE: rentable square feet BASIC RENT RATE: $ per month TERM: IMPROVEMENTS: COMMENCEMENT: PARKING TERMS: OTHER MATERIAL TERMS: Under the terms of the Right of First Refusal, you must exercise your rights, if at all, as to the Designated Refusal Space on the depiction attached to this Refusal Notice within seven days after Landlord delivers such Refusal Notice. Accordingly, you have until 5:00 p.m. local time on , 201 , to exercise your rights under the Right of First Refusal and accept the terms as contained herein, failing which your rights under the Right of First Refusal shall terminate and Landlord shall be free to lease the Designated Refusal Space to any third party. If possible, any earlier response would be appreciated. Please note your acceptance of this Refusal Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Refusal Notice including the inclusion of the Designated Refusal Space in the Premises; provided, however, the failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Refusal Space in the Premises in accordance with this Refusal Notice. THE FAILURE TO ACCEPT THIS REFUSAL NOTICE BY (a1) aboveDESIGNATING THE “ACCEPTED” BOX, AND (2) EXECUTING AND RETURNING THIS REFUSAL NOTICE TO LANDLORD WITHOUT MODIFICATION WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF TENANT’S RIGHTS UNDER THE RIGHT OF FIRST REFUSAL, AND TENANT SHALL HAVE NO FURTHER RIGHTS TO THE DESIGNATED REFUSAL SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF THIS REFUSAL NOTICE. Should you have any questions, do not hesitate to call. Sincerely, CBRE, INC., on behalf of Landlord By: Name: Title: [please check appropriate box] ACCEPTED ☐ REJECTED ☐ MIMECAST NORTH AMERICA, INC., a Delaware corporation By: Name: Title: Date: Enclosure [attach depiction of Designated Refusal Space] , 2017 PCPI UT Owner, LP c/o Parallel Capital Partners, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and/or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Ladies and Gentlemen: , a national banking association (“Bank”), of , hereby issues its Irrevocable Tenant’s Letter of Credit in favor of PCPI UT OWNER, LP, a Delaware limited partnership, and/or its successors and assigns (“Landlord”) for the account of MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”) up to the aggregate amount of $75,000, available at sight by the drafts of Landlord on Bank. Drafts drawn on this Tenant’s Letter of Credit will be honored when presented, accompanied only by a letter or certificate purportedly signed by a representative of Landlord stating Landlord is entitled to draw on this Tenant’s Letter of Credit under the terms of Amendment No. 2, dated as of April , 2017, between Landlord and Tenant. Multiple and partial draws shall be permitted hereunder. This Tenant’s Letter of Credit is transferable. Bank shall look solely to Tenant for payment of any fee for such transfer. Such payment is not a condition to transfer.

Right of First Refusal. Provided that Lessee So long as the Lease is not in full force and effect and there is no uncured Event of Default of this under the Lease, Lessor grants if during the initial Lease Term, Landlord receives an offer which Landlord is willing to Lessee accept (the "Offer") to lease all or any portion of 50,000 sf of the vacant space located in either of the 2 buildings that are currently scheduled for future construction, as depicted on Exhibit "F-l" attached hereto (the "Refusal Space"), Tenant will have a one-time right of first refusal during ("Right of First Refusal") to lease all (but not part) of the space that is the subject of the Offer (the "Subject Space") upon the same terms and conditions contained in the Offer, except that the lease term for the Subject Space will be the same as the remaining Lease Term of this Leasethe Lease (and if the remaining Lease Term is shorter than the lease term stated in the Offer, all allowances, concessions or other costs to be paid by Landlord will be proportionately reduced or the rental rate in the Offer will be adjusted upward by Landlord in accordance with its standard pricing procedures to take into account the shorter period within which Landlord may recover any allowances, concessions or other costs to be paid by Landlord as set forth in the Offer). If, within 5 days after Tenant receives written notice of the Offer (including a statement of the material terms and conditions thereof), Tenant does not notify Landlord in writing that Tenant elects to lease the Subject Space, then Landlord may enter into a lease with the prospective tenant who made the Offer on substantially the same terms and conditions contained therein, hi addition, if the Subject Space is less than all of the Refusal Space, and the remainder of the Refusal Space is adjacent to the Premises, Tenant's failure to exercise the Right of First Refusal with respect to the Unencumbered Subject Space will not prejudice its Right of First Refusal with respect to the remainder of the Refusal Space. Except as provided in the preceding two sentences, the failure of Tenant to exercise the Right of First Refusal within the time period set forth herein will constitute a waiver and termination of the Right of First Refusal. If Tenant timely notifies Landlord of its intention to lease the Subject Space, on Landlord and Tenant will promptly enter into an amendment to this Lease adding the following Subject Space to the Premises and otherwise incorporating the terms and conditions (of the "Offer. This Right of Refusal"): (a) In First Refusal is personal to Tenant and is not assignable to any third parties, including, but not limited to, any assignee or sublessee of Tenant. Tenant acknowledges that the event Lessor desires construction plans for the 2 buildings containing the Refusal Space have yet to lease be finalized and that the Landlord may alter, in its sole discretion, any aspect of the Unencumbered Space to a particular third party tenantbuildings' construction, then Lessor shall first deliver to Lesseeincluding, in writingbut not limited to, a lease proposal which sets forth the rental ratebuildings' location, escalation provisionssize, term, tenant improvement provisions, commencement datedesign, and lease space description of construction schedule and whether the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal")buildings are actually built. If Lessee desires to exercise its This Right of First Refusal for is only applicable to the space covered by building that is constructed first, if any. Any capitalized terms not defined in this Exhibit "F" will have the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are meaning set forth in the Lease Proposal to which this Exhibit "F" is attached. So long as the Lease is in full force and effect and there is no Event of Default under this Lease at the time of Tenant's exercise of the Renewal Option (with all defined below) and upon the commencement of the Renewal Term (defined below), Tenant will have the option ("Renewal Option") to renew this Lease as follows: Tenant may, by notifying Landlord of its election in writing ("Renewal Notice") not less than 120 days prior to the end of the Lease Term, renew this Lease for an additional term ("Renewal Term") beginning on the date next following the expiration date of the Lease Term and continuing for 60 months thereafter. Such renewal will include the Premises, as well as any other terms space within the Building then being leased by Tenant as of the date of exercise of the Renewal Option. The renewal of this Lease will be upon the same terms, covenants and conditions of such lease by Lessee to be substantially applicable during the same Lease Term, as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease ProposalLease, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.except that:

Right of First Refusal. Provided that Lessee is not If a Stockholder other than North Castle (a "SELLING HOLDER") desires to make a Permitted Transfer pursuant to clause (v) of Section 3(a) following an offer (which offer must be in Default writing, be irrevocable by its terms for at least 15 Business Days and be a bona fide offer) from any prospective purchaser to purchase all or any part of this Leasethe Common Stock owned by such Selling Holder, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions such Selling Holder shall give notice (the "Right NOTICE OF OFFER") in writing to the Board and to North Castle (i) designating the number of Refusal"): (a) In the event Lessor desires shares of Common Stock that such Selling Holder proposes to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant sell (the "Lease ProposalOFFERED SHARES"), (ii) naming the prospective purchaser thereof (the "DESIGNATED PURCHASER") and (iii) specifying the price (the "OFFER PRICE") and terms (the "OFFER TERMS") upon which such Selling Holder desires to sell the same. During the 15 Business Day period following receipt of such notice by the Company and North Castle (the "REFUSAL PERIOD") such Selling Holder shall not be permitted to accept such offer, but may submit a new Notice of Offer in respect of any revised offer in accordance with and subject to this Section 3(c). During the Refusal Period, North Castle or any Affiliate of North Castle, including any pooled investment vehicle organized by the managing member of North Castle or by any of its Affiliates shall have the right to purchase from the Selling Holder at the Offer Price and on the Offer Terms all, but not less than all, of the Offered Shares. The right provided hereunder shall be exercised by written notice to the Selling Holder and the Company given at any time during the Refusal Period. If Lessee desires such right is exercised, North Castle or its Affiliate shall deliver to exercise its Right the Selling Holder payment of Refusal the Offer Price in accordance with the Offer Terms, against delivery of appropriately endorsed certificates or other instruments representing the Offered Shares. If North Castle fails to subscribe for the space covered by Offered Shares during the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this LeaseRefusal Period, the particular space covered by Selling Holder may sell to the Lease Proposal, upon Designated Purchaser the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be Offered Shares at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, Offer Price and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveOffer Terms.

Right of First Refusal. Provided (a) Paragraph 7 of the First Amendment is hereby deleted in its entirety. Subject to the terms and provisions of Paragraph 8 above, from and after the day that Lessee is not in Default two (2) years from the Effective Date of this LeaseSecond Amendment, Lessor grants and subject to Lessee a right the renewal rights, expansion rights, rights of first refusal during the Term and rights of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right first offer of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth other tenants in the Lease Proposal (with all other terms and conditions of such Building heretofore granted by Landlord or which are included in any lease by Lessee executed hereafter to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee which Tenant fails to exercise its Right of Refusal as set forth aboveunder this Paragraph 9, then provided that Lessor enters into Tenant shall have a one time right of first refusal (the “Right of Refusal”) to lease agreement with the proposed third party tenant upon substantially the same terms as were set forth all remaining rentable space in the Lease ProposalBuilding (for purposes of this Paragraph 9, then the particular space covered by the Lease Proposal shall thereafter be forever free “Refusal Space”). The “one-time” nature of the Right of Refusal in all respects. Upon shall mean that Tenant’s Right of Refusal shall apply only the leasing by Lessee first time each portion of the additional spaceRefusal Space becomes available. For example, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systemsevent one-half of the Refusal Space becomes available, Tenant’s Right of Refusal shall be apply the first time said space becomes available during the Extended Term, but no subsequent availability of such space shall trigger the Right of Refusal. Similarly, in the event at a later date the expense remaining one-half of Lesseethe Refusal Space becomes available, Tenant’s Right of Refusal shall apply the first time said space becomes available during the Extended Term, but no subsequent availability of such space shall trigger the Right of Refusal. (b) Notwithstanding In the foregoing, if the particular space set forth in any Lease Proposal consists of 70% event Landlord desires to accept an offer to lease all or more a portion of the original Unencumbered SpaceRefusal Space from any third party (a “Lease Offer”), as evidenced by a term sheet or letter of intent signed by the third party prospect (subject to any confidentiality requirements of such third party prospect), Landlord shall give Tenant written notice thereof (the “ROFR Availability Notice”), which notice shall state Landlord’s determination of the Prevailing Market Rent rate for such Refusal Space described in the Lease Offer and Tenant shall have five (5) business days from the date of receipt of the ROFR Availability Notice to either (i) elect to lease said space at the Prevailing Market Rent rate stated in the ROFR Availability Notice, by delivering written notice thereof (the “Election Notice”) to Landlord within such five (5) business day period, or (ii) notify Landlord that it does not desire to lease said space. In the event Tenant notifies Landlord that it does not desire to lease said space or Tenant fails to deliver the Election Notice to Landlord within said five (5) business day period, Tenant shall be deemed to have elected not to lease said space, and Lessee Tenant’s Right of Refusal with respect to the Refusal Space (or portion thereof, as applicable) shall thereafter be of no further force or effect. (c) If Tenant exercises its the Right of Refusal, then Lessee effective as of the date Landlord delivers possession of the Refusal Space to Tenant, such Refusal Space shall become a part of the Premises, the annual Base Rent per rentable square foot for such Refusal Space shall be obligated equal to lease from Lessor the Prevailing Market Rent rate as stated in the ROFR Availability Notice and such Refusal Space shall be subject to all of the Unencumbered terms, provisions and conditions of this Lease, except for any terms, covenants and conditions that are expressly or by their nature inapplicable to such Refusal Space, except that (i) Base Rent and Tenant’s pro rata share of Operating Costs with respect to such Refusal Space shall commence to accrue on the date of Landlord’s delivery of the Refusal Space to Tenant, (ii) such Refusal Space and any and all leasehold improvements therein will be provided in the condition they exist (i.e. “AS IS” and “WITH ALL FAULTS”) on such delivery date, and (iii) the Term of the Lease insofar as it relates to such Refusal Space shall be equal to the Term with respect to the remainder of the Premises, provided that (1) during the portion of the Term for such Refusal Space which corresponds to the term set forth in the Availability Notice, the Base Rent with respect to the Refusal Space shall be as is set forth in the Availability Notice, and during the portion of the Term which extends beyond the term set forth in the Availability Notice with respect to the Refusal Space, if any, the Base Rent with respect to the Refusal Space shall be at Tenant’s then escalated Base Rent with respect to the remainder of the Premises, and Tenant shall be responsible to pay the same fixed Base Rent increases (at the same times) on the Refusal Space as are contained in the Lease for the remainder of the Premises; and (2) if the term set forth in the Availability Notice with respect to the Refusal Space extends beyond the Term with respect to the remainder of the Premises, as a condition precedent to Tenant’s exercise of the Right of Refusal, the Term with respect to the remainder of the Premises shall be extended (by amendment to the Lease) to be coterminous with the term set forth in the Availability Notice with respect to the Refusal Space, and the Base Rent payable with respect the remainder of the Leased Premises during such extension shall be the Prevailing Market Rental Rate (as hereinafter defined), as reasonably determined by Landlord. The Lease shall be deemed to have been automatically amended in accordance with this Paragraph 9 as of the date Tenant delivers its Election Notice to Landlord expressing its desire to lease such Refusal Space, and Tenant and Landlord shall thereafter promptly execute and deliver an appropriate amendment of the Lease to evidence the foregoing. (d) As used in this Paragraph 9, the term “Prevailing Market Rental Rate” means, as to the space subject to this Second Amendment for which it is being determined (the “Subject Premises”), the Base Rent that a willing tenant would pay and a willing landlord would accept in arm’s length, bona fide negotiations for a comparable lease transaction (i.e., a renewal or right of first refusal, as applicable) to be executed at the time of determination, for the Subject Premises for the lease term that such rate will be in effect. The determination of the Prevailing Market Rental Rate will be based upon a comparison of the term of Tenant’s lease of the Subject Premises to other lease transactions in the Building and in other multi-tenant office buildings in the applicable submarket of Louisville, Kentucky, with appropriate adjustments as necessary to equate the other lease transactions being compared with the applicable terms of the Lease, taking into consideration all relevant factors including, without limitation, use, location and/or floor level within the applicable building, definition of rentable area, leasehold improvements and conditions described in allowances provided, quality and location of the applicable building (a) abovetaking into consideration renovations), rental concessions (such as moving expenses, abatements and lease assumptions), extent of services to be provided, distinction between “gross” and “net” lease, base year or expense stop, the creditworthiness of the tenant, whether the comparison lease transaction was a renewal or expansion of an existing lease (and if so, whether the renewal or expansion was pursuant to an exercise of a previously negotiated option), the time the comparison lease became effective and any special rights of the tenant or obligations of the landlord under the comparison lease.

Right of First Refusal. Provided that Lessee If at any time during the term of this Lease when Tenant is not in Default default hereunder and provided that Tenant remains in occupancy of this Leaseat least 50% of the Initial Leased Premises Landlord shall receive a bona fide offer from a third party to lease any ROFR Space (defined below), Lessor grants and Landlord wishes to Lessee a right accept such offer, Landlord shall provide prompt notice to Tenant to that effect. Such notice ("Offer Notice") shall be in writing and shall set forth the terms of first refusal during the Term of this Lease, with respect such offer relating to the Unencumbered SpaceROFR Space covered thereby, on the following terms rent therefor, the term, parking allocations, and conditions any tenant inducements such as, by way of example and not limitation, periods of free or abated rent and allowances provided to the proposed tenant for construction of leasehold improvements (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease ProposalOffer"). If Lessee desires Tenant shall have the right, exercisable by written notice to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, Landlord within five ten (10) days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated Offer Notice to agree to lease from Lessor, beginning the ROFR Space covered thereby on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are and conditions set forth in the Lease Proposal (with all other terms and conditions Offer. Time is of the essence in the giving of such lease notice and failure by Lessee Tenant to provide such notice timely shall be substantially deemed an election by Tenant not to exercise the same as contained in this Lease), and Lessee right of first refusal set forth herein with respect to the ROFR Space covered thereby. In the event Tenant exercises such right of first refusal timely the parties shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either one another an Amendment amendment to this Lease to govern incorporating such ROFR Space covered by the demising Offer Notice into this Lease (and otherwise incorporating all of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same other terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (bOffer Notice herein) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described set forth in the Offer. If, on the other hand, Tenant does not timely exercise the right of first refusal, Landlord shall be entitled to proceed to consummate the lease of the ROFR Space covered by the Offer Notice to the party (aor any affiliate of such party) aboveidentified in the Offer and on the terms and provisions set forth in the Offer (or terms not materially less favorable to Landlord than those set forth in the Offer Notice). If such lease is not consummated in accordance with such Offer (or terms not materially less favorable to Landlord than those set forth in the Offer Notice) within one hundred eighty (180) days thereafter, then prior to leasing the ROFR Space covered by the Offer Notice Landlord must first again comply with the provisions of this Section 22.09. For purposes of this Section 22.09, "ROFR Space" means and refers to any space in the Building which is (i) not leased or occupied, (ii) not being re-leased by the then-current tenant (or subtenant) of the space by renewal, extension, or renegotiation, or (iii) subject to a specific expansion right, right of first refusal or preferential right under any other tenant leases. Furthermore, space shall not constitute ROFR Space because the lease covering the same is being assigned, or portions of space covered by a lease are being subleased. In no event shall Surrender Space ever constitute ROFR Space. Without limiting the foregoing provisions of this paragraph, it is specifically agreed and understood that Landlord shall have the right to renew and extend the term of, and expand the premises covered, by other leases in the Building (regardless of whether the lease provides the tenant any option or right to do so) without having to comply with the provisions of this Section 22.09.

Right of First Refusal. Provided In the event that Lessee is not in Default during the initial Term of this LeaseLease (i.e., Lessor grants the period ending on November 30, 2012) any space on the sixteenth (16th) through twenty-fourth (24th) floors of the Building becomes available for leasing, and provided Landlord has a bona fide prospective third party tenant (a "BFT") prepared to Lessee enter into a lease of said space (as evidenced by one of the following: (i) a letter of intent signed by the BFT under which a good faith lease negotiation between Landlord and such BFT is about to begin; or (ii) a written proposal to or from the BFT under which a good faith lease negotiation between Landlord and such BFT is about to begin; or (iii) if no such letter of intent or written proposal has been submitted by, or to, a BFT, then the terms of the lease which have been negotiated in good faith by Landlord and the BFT and which Landlord is prepared to accept), Tenant shall have and is hereby granted the right to add the space which is the subject of such letter of intent, proposal or lease, as the case may be, to the Premises demised hereunder. Landlord shall notify Tenant in writing of the availability of such space and shall deliver to Tenant a copy of such letter of intent, proposal or lease, as the case may be, signed by the BFT. Tenant shall have ten (10) days from receipt of such notice from Landlord within which to notify Landlord in writing of Tenant's acceptance of such offer to add such space to the Premises on the same economic terms and conditions (i.e., rent, rent escalation, concessions and proportionate share) as set forth in such letter of intent, proposal or lease and otherwise on the same terms and conditions as set forth in this Lease (as it is now or may hereafter be amended, including but not limited to any options to extend the Term, termination rights and this right of first refusal during refusal), except that any space so added to the Premises shall be coterminous with the Term of this Lease, with respect a pro rata adjustment of any concessions contained in such letter of intent, proposal or lease. In the event Tenant does not so notify Landlord of Tenant's acceptance of such offer within said ten (10) day period or thereafter does not promptly enter into a lease amendment which adds such space to the Unencumbered Space, Premises on the following terms set forth above, Landlord may thereafter lease such space to the BFT and Tenant shall have no further right or interest in such space during the term of such lease with the BFT; provided, however, that if during the negotiations between Landlord and the BFT, the economic terms of the proposed transaction with the BFT improve (from a tenant's standpoint) by fifteen percent (15%) or more, then Landlord must notify Tenant of such improved terms and conditions Tenant's right of first refusal set forth in this Section 33 shall again apply, except that Tenant shall have three (3) business days from receipt of notice from Landlord within which to notify Landlord in writing of Tenant's acceptance of such offer to add such space to the Premises on such improved economic terms and otherwise as set forth in this Section 33. Tenant's first refusal rights set forth in this Section 33 are expressly subject and subordinate to the rights of any third parties existing as of December 1, 2002, to lease any space on the sixteenth (16th) through twenty-fourth (24th) floors of the Building, whether pursuant to options to extend or expand, rights of first offer or first refusal, or otherwise, and Landlord represents to Tenant that Exhibit C attached to the Second Lease Amendment dated as of December 1, 2002 between Landlord and Tenant, describes such parties and such prior rights. It shall be a condition of Tenant's right to exercise an option to add space under this Section 33 that Tenant not be in monetary default or in default under any other material term, covenant or condition of this Lease (in any event beyond the expiration of any applicable cure period) at the time it notifies Landlord of the exercise of such option to add such space to the Premises or upon the effective date of such option. The right of first refusal contained in this Section 33 is personal to Orbitz, LLC and to those successors of Orbitz, LLC to whom this Lease is assigned pursuant to Section 15.H hereof and may not be exercised by or for the benefit of any other party. This Section 33 shall be deemed deleted from the Lease and shall be of no further force and effect as of December 1, 2012." 14. On or before October 1, 2003, Landlord shall, at its sole cost and expense (but subject to inclusion in Operating Expenses to the extent provided in Section 3 of the Lease), cause the elevator lobby on the sixteenth (16th) floor of the Building to be improved to a building-standard condition and in any event to a condition consistent with the elevator lobby on other multi-tenant floors in the Building (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease ProposalPermanent Elevator Lobby Work"). If Lessee desires Once Landlord commences the Permanent Elevator Lobby Work, Landlord shall substantially complete the Permanent Elevator Lobby Work within sixty (60) days thereafter (subject to exercise its Right extension on a day-for-day basis for delays beyond the reasonable control of Refusal Landlord). During the period when the Permanent Elevator Lobby Work is in progress, Landlord may, following five (5) business days notice to Tenant, close access to the sixteenth (16th) floor elevator lobby on a temporary basis for such period of time as may reasonably be necessary for the space covered by Permanent Elevator Lobby Work to be performed. At all times during the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt Term of the Lease Proposal(except when the sixteenth (16th) floor elevator lobby is closed to permit the Permanent Elevator Lobby Work to be performed, and except in an emergency) Landlord shall provide Tenant with full and unimpeded access to and the nonexclusive right to use, in common with Landlord, other tenants of the Building and their respective employees, agents and invitees, the sixteenth (16th) floor elevator lobby as a written notice exercising transfer/access floor between the Right Existing Premises and the Expansion Space, notwithstanding that the entirety of Refusalthe sixteenth (16th) floor of the Building is or may be leased to a single tenant. 15. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date Promptly upon full execution and extending through the remaining Term delivery of this LeaseAmendment by Landlord and Tenant, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee Landlord shall thereafter promptly execute and deliver to LessorTenant a ▇▇▇▇ of sale (with a warranty as to ownership only), at Lessor's optiontransferring to Tenant ownership of the furniture (e.g., either an Amendment to this Lease to govern the demising of such additional space to Lesseedesks, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth abovechairs, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth tables, cubicles, etc.) existing in the Lease ProposalExpansion Space as of December 1, then 2002. 16. Tenant represents and warrants to Landlord that neither Tenant nor Tenant's officers nor agents nor anyone acting on Tenant's behalf has dealt with any real estate broker other than The ▇▇▇▇ ▇▇▇▇ Company and Insignia/ESG, Inc. in the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, negotiation or making of this Second Lease Amendment, and Tenant agrees to indemnify and hold harmless Landlord from the claim or claims of any changes in the security systems, shall be at the expense of Lesseeother broker or brokers claiming to have caused Tenant to enter into this Second Lease Amendment. (b) Notwithstanding the foregoing17. Except as expressly modified and amended hereby, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Spaceterms, on the terms covenants and conditions described in (a) aboveof the Lease are hereby ratified and confirmed.

Right of First Refusal. Provided that Lessee is not in Default If, at any time within the Primary Term of this Lease or any extension of such Primary Term as otherwise permitted by the terms of this Lease, Lessor grants receives any offer, acceptable to Lessee Lessor, to grant an additional oil and natural Gas mineral lease for Leased Hydrocarbons (hereinafter referred to as a right of first refusal during the Term of this ‘Top Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a’) In the event Lessor desires to lease any covering all or part of the Unencumbered Space to a particular third party tenantLeased Premises, then Lessee shall have the continuing right and option, upon written notice from Lessor shall first deliver to Lessee, in writingfor Lessee to be given the right to propose terms for a Top Lease, a lease proposal which sets forth but Lessor shall not be obligated to disclose the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description terms of the proposed third party Top Lease offer. Any offer from Lessee acceptable to Lessor must be in writing and must set forth all relevant terms inclusive of bonus consideration and royalty consideration to be paid for such lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt and include a copy of the Lease Proposallease form to be utilized reflecting all pertinent, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date material and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other relevant terms and conditions of such lease by the Top Lease. Lessee shall have fifteen (15) days after receipt from Lessor notice for Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver submit a written Top Lease offer to Lessor, at Lessor's optionhowever, either an Amendment in any event, Lessor is not obligated to this enter into any Top Lease to govern the demising of such additional space to with a third party lessee or Lessee, nor obligated to accept either ▇▇▇▇▇▇’s or a separate lease agreement to govern the demising of such additional space to Lesseethird party lessee Top Lease offer. If Lessee fails to exercise its Right of Refusal as set forth abovesubmit to Lessor within the aforesaid fifteen (15) day a Top Lease offer or make a Top Lease offer, then provided that Lessor enters into a lease agreement with shall at any time thereafter, have the proposed right to accept or reject any offer, either from Lessee or the third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseelessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. (a) Provided that Lessee (i) no default has occurred and is not then continuing beyond any applicable notice and cure period, and (ii) Tenant originally named herein or a Permitted Transferee remains in Default possession of this Leasea majority of the Leased Premises throughout the Lease Term, Lessor grants and subject to Lessee a Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an on-going right of first refusal during ("Refusal Option") to lease additional space in the Term of this Lease, with respect Building located contiguous to the Unencumbered Leased Premises ("Refusal Space"). Prior to entering into any lease that includes all or any portion of the Refusal Space, on Landlord shall notify Tenant in writing ("Landlord's Notice") of Landlord's receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror ("Bona Fide Offer") and setting forth the following material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have ten (10) business days after Tenant receives Landlord's Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord's Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Refusal Space to the bona fide offeror or any other third party. (b) The term for the Refusal Space shall be the greater of (i) the term set forth in the Bona Fide Offer or (ii) the then remaining period of the Lease Term; provided, however, that if the term set forth in the Bona Fide Offer is greater than the then remaining period of the Lease Term, the Lease Term for the then existing Leased Premises ("Existing Premises") shall be extended to be coterminous with the term for the Refusal Space. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Bona Fide Offer and herein. If the Lease Proposal Term for the Existing Premises is extended as provided above, the Minimum Annual Rent for such extension term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective renewal tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity. (c) If Tenant shall exercise the Refusal Option, the parties shall enter into an amendment to this Lease adding the Refusal Space to the Leased Premises upon the terms and conditions set forth herein and making such other modifications to this Lease as are appropriate under the circumstances. If Tenant shall fail to enter into such amendment within ten (10) business days following Tenant's receipt of the draft lease amendment from Landlord setting forth the terms set forth in this Section 16.21 and such other reasonable provisions as mutually agreed upon by Landlord and Tenant, then Landlord may terminate this Refusal Option, by notifying Tenant in writing, in which event this Refusal Option shall become void and of no further force or effect, and Landlord shall thereafter be free to lease the Refusal Space to the bona fide offeror or any other third party. If Landlord does not enter into a lease with all other a third party under the terms and conditions contained in the Bona Fide Offer within one hundred eighty (180) days after Tenant declines or fails to exercise this Refusal Option, or if Landlord desires to materially alter or modify the terms and conditions of such lease by Lessee the Bona Fide Offer, Landlord shall be required to be substantially present the altered or modified Bona Fide Offer to Tenant pursuant to this Refusal Option, in the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver manner that the original Bona Fide Offer was submitted to Lessor, at Lessor's option, either an Amendment Tenant. (d) In addition to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of First Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of and the Right of Refusal in all respects. Upon the leasing First Offer stated above, Landlord hereby agrees to use commercially reasonable efforts to keep Tenant informed of available space owned by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes Landlord in the security systemsLaumeier office park (the "Park"), shall be at the expense of Lesseeincluding, but not limited to, Laumeier II and IV. (be) Notwithstanding Landlord and Tenant hereby acknowledge that ( no tenant has any existing rights to lease space in the foregoing, if Building (other than storage space in the particular space set forth in any Lease Proposal consists of 70% or more lower level of the original Unencumbered SpaceBuilding) beyond January 31, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above2012.

Right of First Refusal. Provided that Lessee is not in Default Sublessor grants to the original Sublessee and any Transfer Affiliate, during the initial term of this LeaseSublease only, Lessor grants to Lessee a right of first refusal (“First-Refusal Right”) to rent all or any portion of any additional square footage on the second floor of Building MC-2 (490 M▇▇▇▇▇▇▇ Blvd.) which becomes vacant and which Sublessor intends to sublet or assign to a third party not related to Sublessor (the “First-Refusal Space”) from time to time during the Term Sublease Term. Sublessor shall notify Sublessee in writing (the “First Refusal Notice”), from time to time, when Sublessor determines that any First-Refusal Space will be vacated and become available for sublease to third parties. The First Refusal Notice shall particularly describe the space which is the subject of this Leasethe proposal and shall set forth the terms and conditions (including the proposed lease term) and the fair market rental value of that space (collectively, the “Terms”). If Sublessee wishes to exercise Sublessee’s First Refusal Right with respect to the Unencumbered Space, on space described in the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenantFirst Refusal Notice, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant within ten (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five 10) business days after receipt of the Lease ProposalFirst Refusal Notice to Sublessee (the “Election Date”), a Sublessee shall deliver written notice exercising to Sublessor (“Sublessee’s Election Notice”), pursuant to which Sublessee shall elect either to (i) sublet the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through entire space described in the remaining Term of this Lease, the particular space covered by the Lease Proposal, First Refusal Notice upon the same terms as are Terms set forth in the Lease Proposal First Refusal Notice or (with all other terms and conditions of ii) refuse to sublet such space identified in the First Refusal Notice, in which event Sublessor may lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, any person or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon entity on substantially the same similar economic terms as were set forth in the Lease ProposalFirst Refusal Notice. Notwithstanding anything in the First Refusal Notice to the contrary, then if Sublessee elects to sublease the particular space covered identified in the First Refusal Notice, the term for such space shall be coterminous with the Term of this Sublease. If Sublessee does not so respond in writing to the First Refusal Notice by the Lease Proposal Election Date, Sublessee shall thereafter be forever free of deemed to have elected the option described in clause (ii) above. If Sublessee timely exercises Sublessee’s Right of Refusal First Refusal, Sublessor and Sublessee shall execute an amendment to this Sublease incorporating into this Sublease the Terms applicable to such subleasing. The rights set forth in all respects. Upon the leasing by Lessee of the additional spacethis Section 19, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systemsand Sublessor’s obligations with respect thereto, shall be at personal to the expense of Lessee. (b) Notwithstanding the foregoing, if the original Sublessee and any Tenant Affiliate. The First Refusal Right granted herein shall terminate as to a particular space set forth in any Lease Proposal consists of 70% or more portion of the original Unencumbered SpaceSubleased Premises upon the failure by Sublessee to exercise its First Refusal Right with respect to such space as offered by Sublessor to Sublessee in accordance with the First Refusal Notice, and Lessee exercises its Right but shall remain in effect for any subsequent availability of Refusal, then Lessee shall be obligated to lease from Lessor all or any portion of the Unencumbered remaining First Refusal Space. Sublessee shall not have the right to exercise its First Refusal Right if, on as of the terms and conditions described in date of the attempted exercise of any right of first refusal by Sublessee, either (aw) abovean Event of Default exists under this Sublease, (x) Sublessee does not physically occupy seventy five percent (75%) of the entire Sublease Premises, (y) if any portion of the Sublease Premises is subject to a sub-sublease for more than twenty-five percent (25%) of the Sublease Premises with a term longer than twelve (12) months, or (z) Sublessee is not physically occupying at least fifty percent (50%) of the first floor of Building MC-2.

Right of First Refusal. Provided that Lessee So long as Tenant is not in Default occupying 100% of this Leasethe Premises, Lessor grants to Lessee a right of the first refusal time during the Term that Landlord intends to accept a written proposal or deliver a counter proposal which Landlord would be willing to accept (the “Pending Deal”) to lease the ROFR Space (as hereinafter defined) to a third party, Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”) of the existence and terms of such Pending Deal. For purposes of this LeaseSection 40(a), “ROFR Space” that certain space in the Building commonly known as Suite 225, containing 8,727 rentable square feet, which is not occupied Net Laboratory 10628 Science Ctr./Turning Point - Page 31 by a tenant or which is occupied by a then existing tenant whose lease is expiring within 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the Unencumbered entire space described in such Pending Deal Notice (“Identified Space”), which Identified Space may include space at the Project in addition to the ROFR Space. Within 10 days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Identified Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the ROFR Space pursuant to this Section 39(a) is hereinafter referred to as the “Right of First Refusal.” If Tenant elects to lease the Identified Space by delivering the Space Acceptance Notice within the required 10 day period, Tenant shall be deemed to agree to lease the Identified Space on the following same general terms and conditions (as this Lease except that the "Right terms of Refusal"): (a) In this Lease shall be modified to reflect the event Lessor desires to lease any terms of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth Pending Deal Notice for the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by Identified Space. Tenant acknowledges that the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt term of the Lease Proposal, a written notice exercising with respect to the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date Identified Space and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon with respect to the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to original Premises may not be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lesseeco-terminous. If Lessee Tenant fails to exercise deliver a Space Acceptance Notice to Landlord within the required 10 day period, Tenant shall have deemed to have forever waived its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement rights under this Section 40(a) with respect to the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeIdentified Space. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is Subject to Section 8.3(a), during the Term, Santa Fe Gold shall not in Default Transfer all or any portion of this Leasethe Mining Claims and the Additional Project Properties to the extent held by Santa Fe Gold except as follows: (c) In the event Santa Fe Gold desires to Transfer its rights to all or any portion of the Mining Claims and the Additional Project Properties to the extent held by Santa Fe Gold to an unaffiliated third party, Lessor grants to Lessee Standard Silver shall have a right of first refusal during (the Term of this Lease, with respect "ROFR") to purchase such Mining Claims and Additional Project Properties to the Unencumbered Spaceextent held by Santa Fe Gold. (d) Santa Fe Gold shall give one or multiple Notices (each a "ROFR Notice") to Standard Silver stating that Santa Fe Gold has received an offer from an unaffiliated third party that Santa Fe Gold intends to accept, on which ROFR Notice shall include, at a minimum, (i) a description of the following portion of the Mining Claims and the Additional Project Properties to the extent held by Santa Fe Gold that Santa Fe Gold intends to Transfer (the "Transferred Property Interest"), (ii) the identity of the unaffiliated third party to which the Santa Fe Gold intends to Transfer the Transferred Property Interest, (iii) the purchase price for the Transferred Property Interest, together with other material terms and conditions of the proposed transaction, provided that any noncash consideration shall be valued at its cash equivalent, and (iv) the proposed date, time, and location of the closing of the Transfer of the Transferred Property Interest, which shall not occur prior to the end of the Notice Period. The ROFR Notice shall constitute the Santa Fe Gold's offer to Transfer the Transferred Property Interest to Standard Silver, which offer shall be irrevocable until the end of the Notice Period. (e) For a period of 60 days from the date of receipt of a ROFR Notice by Standard Silver (the "Right of RefusalNotice Period"): (a) In ), Standard Silver shall have the event Lessor desires right to lease any of submit to Santa Fe Gold an offer to purchase for cash Santa Fe Gold's rights to the Unencumbered Space Transferred Property Interest for an amount at least equal to a particular third party tenant, then Lessor shall first deliver to Lessee, the purchase price included in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant ROFR Notice (the "Lease ProposalROFR Offer"). If Lessee desires Standard Silver does not provide a ROFR Offer to exercise its Right of Refusal for Santa Fe Gold within the space covered by the Lease ProposalNotice Period, then Lessee must deliver to Lessor, within five days after receipt of Santa Fe Gold may sell its rights in the Lease Proposal, a written notice exercising Transferred Property Interest for an amount not less than the Right of Refusal. Upon purchase price for such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are Transferred Property Interest set forth in the Lease Proposal ROFR Notice. (with all other terms and conditions f) Provided that Standard Silver does not exercise the ROFR, for a period of such lease by Lessee 30 days from the end of the Notice Period, Santa Fe Gold may consummate the Transfer of the Transferred Property Interest to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed unaffiliated third party tenant upon substantially identified in the same ROFR Notice on terms as were no less favorable than those set forth in the Lease ProposalROFR Offer. Any such conveyance will not be effective against Standard Silver until the Santa Fe Gold has delivered to the Standard Silver written notice of the Transfer. If Santa Fe Gold does not ultimately sell its rights within the 30-day period to the unaffiliated third party identified in the ROFR Notice on terms no less favorable than those set forth in the ROFR Notice, then the particular space covered by right of Santa Fe Gold to convey its rights under the Lease Proposal applicable ROFR Notice shall thereafter be forever free of the Right of Refusal in all respectsterminate. Upon the leasing by Lessee of the additional spaceFor clarity, the cost of erecting any additional privacy walls or privacy doorways, or making any changes time Santa Fe Gold entertains a new transaction with respect its rights in the security systemsMining Claims and the Additional Project Properties to the extent held by Santa Fe Gold, shall be at the expense of LesseeSanta Fe Gold is required to send a new ROFR Notice to Standard Silver. (bg) Notwithstanding The provisions of this Section 8.5 also shall apply in the foregoing, if the particular space set forth in context of a sale of equity interests of Santa Fe Gold or any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) aboveAffiliate."

Right of First Refusal. Provided that Lessee is not Contingent upon (a) Landlord and/or an entity relating to the ownership of Landlord has elected to construct a new office building (“Tower III”) located within the office building complex commonly known as “▇▇▇▇▇▇▇ Centre”, (b) no Event of Default, assignment or sublease exists under any term or provision contained in this Lease and no condition exists which with the passage of time or the giving of notice or both would constitute an Event of Default of pursuant to this Lease, Lessor grants to Lessee a right of first refusal at the time Tenant requests relocation, (c) Tenant has continuously occupied the Premises for the Permitted Use during the Lease Term, (d) the availability of space that is equal to or greater than the number of rentable square feet leased by Tenant in the Building is available in Tower III, and (e) subject to the pre-existing rights, if any, of other prospective tenants, Tenant (but not any assignee or subtenant) shall have the right, subject to the terms and conditions set forth below, to request relocation to Tower III (“Tower III ROFR Space”) before it is leased to any third party during the Lease. Subject to the terms above, in the event any third party expresses interest in leasing all or any portion of the Tower III ROFR Space during the Lease Term (“Third Party Interest”), Landlord shall offer the entire Tower III ROFR Space to Tenant upon the same terms, covenants and conditions as provided in this Lease for the original Premises (the “Landlord Offer”), except that the base rent, the length of this Leaselease term, the base year, the tenant improvement allowance (if any), and any other Landlord provided allowances or concessions (if any) shall be the same as the terms included in a written indication of third party interest in the Tower III ROFR Space on terms which are acceptable to Landlord. Tenant shall accept the space “As-Is,” and Tenant shall have no further rights with respect to the Unencumbered Tower III ROFR Space. If the lease term reflected in the Landlord Offer will expire on a date earlier than the Expiration Date of the Lease, then the lease term for the Tower III ROFR Space shall be coterminous with that of the Premises, and the Base Rent for the Tower III ROFR Space for the period of time beginning on the following first day after the scheduled date of expiration of the third party lease and ending on the Expiration Date of this Lease shall be based on the annual amount per square foot scheduled for the original Premises for such period of time. If Tenant notifies Landlord in writing of the acceptance of such offer within ten (10) business days after Landlord has delivered such offer to Tenant, Landlord and Tenant shall enter into a written agreement modifying and supplementing the Lease and specifying that such Tower III ROFR Space accepted by Tenant is a part of the Premises demised pursuant to the Lease for the remainder of the Lease Term and any renewal thereof, if applicable, and containing other appropriate terms and conditions relating to the addition of Tower III ROFR Space to this Lease (including specifically any increase or adjustment of the "Right rent as a result of Refusal"): (a) such addition). In the event Lessor that Tenant does not notify Landlord in writing of its acceptance of such offer in such ten (10) business day period, then Tenant’s rights under this Exhibit with respect to the Tower III ROFR Space shall terminate and Landlord shall thereafter be able to lease the Tower III ROFR Space or any portion thereof to any third party upon the terms included in the bona fide third party offer initially presented to Tenant. Any termination of the Lease shall terminate all rights of Tenant with respect to the Tower III ROFR Space. The rights of Tenant with respect to the Tower III ROFR Space shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease. Landlord’s consent to any assignment of the Lease shall not be construed as allowing an assignment or a conveyance of such rights to any assignee (except for a Permitted Transfer). Nothing herein contained should be construed so as to limit or abridge Landlord’s ability to deal with the Tower III ROFR Space or to lease the Tower III ROFR Space to other tenants on the terms set forth herein, Landlord’s sole obligation being to offer, and if such offer is accepted, to deliver the Tower III ROFR Space to Tenant in accordance with this provision. This right shall apply only with respect to the entire Tower III ROFR Space, and may not be exercised with respect to only a portion thereof (unless only a portion of the Tower III ROFR Space shall be included in the Landlord Offer). If only a portion of the Tower III ROFR Space is included in the Landlord Offer, Tenant’s right shall apply to such portion, and shall thereafter apply to such other portions of the Tower III ROFR Space as they become the subject of Third Party Interest, subject to good faith adjustments by Landlord in the size configuration and location of such remaining portions. If the Tower III ROFR Space is part of a larger space that Landlord desires to lease any of the Unencumbered Space to as a particular third party tenantunit, then Lessor shall first deliver to Lessee[****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, in writingMARKED BY BRACKETS, a lease proposal which sets forth HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the rental rateLandlord Offer shall, escalation provisionsat Landlord’s option, term, tenant improvement provisions, commencement dateidentify the entire such space and the terms therefore, and lease space description of the proposed leasein such case, initialed by the prospective third party tenant (the "Lease Proposal")Tenant’s right shall apply only to such entire space. If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal[****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, then Lessee must deliver to LessorMARKED BY BRACKETS, within five days after receipt of the Lease ProposalHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeAS AMENDED. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term, (ii) the creditworthiness of Tenant is not materially the same as or better than on the Commencement Date, and (iii) Tenant named herein remains in Default possession of this Leaseand has been continuously operating in substantially the entire Leased Premises throughout the Lease Term, Lessor grants and subject to Lessee any rights of other tenants to the Refusal Space, as defined below, Tenant shall have a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of RefusalRefusal Option"): (a) In the event Lessor desires to lease any of additional space in the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant Building (the "Lease ProposalRefusal Space"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt Landlord shall notify Tenant in writing ("Landlord's Notice") of the Lease Proposalavailability of available space located within the Building containing approximately 10,000 rentable square feet of space, a written notice exercising as more particularly depicted on Exhibit "A" (the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of "Refusal as set forth above, then provided that Lessor enters Space") before entering into a lease agreement with the proposed a third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal for such Refusal Space. Tenant shall thereafter be forever free have five (5) business days from its receipt of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated Landlord's Notice to deliver to Landlord a written acceptance agreeing to lease from Lessor all of the Unencumbered Space, Refusal Space on the terms and conditions contained in Landlord's Notice. In the event Tenant fails to notify Landlord of its acceptance within said five (5) day period, such failure shall be conclusively deemed a waiver of Tenant's Right of First Refusal and a rejection of the Refusal Space, whereupon Tenant shall have no further rights with respect to the Refusal Space and Landlord shall be free to lease the Refusal Space to a third party. In the event Tenant accepts the Refusal Space on the terms and conditions specified in the Landlord's Notice, the term for the Refusal Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Refusal Space shall be thirty-six (36) months and the Term for the original Leased Premises shall be extended, to be coterminous with the term for the Refusal Space. The Minimum Annual Rent for the Refusal Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Refusal Space, , provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the Refusal Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, provided, however, that in no event shall the Minimum Annual Rent during such extended term be less than the highest Minimum Annual Rent payable during the Lease Term for the original Leased Premises. EXPANSION OPTION Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant does not exercise its Right of First Offer as set forth hereinabove, Tenant shall have the option, exercisable after the thirty sixth (36th) month of the Lease Term, to relocate to other premises owned by Landlord within the Park meeting Tenant's space requirements. The expansion space must be 5,000 square feet more than the Leased Premises. The lease term for the expansion space shall be a minimum of five (5) years and shall be on terms and conditions mutually acceptable to Landlord and Tenant. Tenant shall not be required to pay a penalty in connection with a termination of this Lease. In no event shall Landlord be required to terminate this Lease in order to relocate Tenant to any place other than another building owned by Landlord, as described in above. EXHIBIT A Site Plan EXHIBIT B FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (ahereinafter referred to as the "First Amendment") aboveis made as of the 2nd day of March 2001, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter referred to as "Landlord") and ASSET ACCEPTANCE CORP., a Nevada corporation (hereinafter referred to as "Tenant").

Right of First Refusal. Provided (a) Subject to the terms of this Section 39(a), the first time after the Effective Date that Lessee Landlord intends to accept a bona fide written proposal or deliver a counter proposal which Landlord would be willing to accept (the “Pending Deal”) to lease all or a portion the ROFR Space (as hereinafter defined) to a third party, Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”) of the existence of such Pending Deal, which Pending Deal Notice shall include the material terms of the Pending Deal. For purposes of this Section 39(a), “ROFR Space” shall mean that certain space in the first floor of the Building, as more particularly described on Exhibit J attached hereto, which is not in Default occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 36 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Landlord has agreed to construct a spec suite, containing approximately 5,000 rentable square feet, on the first floor of the Building, as more particularly identified on Exhibit J as the “Spec Suite” (the “Spec Suite”). Landlord and ▇▇▇▇▇▇ acknowledge and agree that the plans for the Spec Suite attached as Exhibit J have been agreed to by Landlord and ▇▇▇▇▇▇. Landlord shall not materially modify the plans for the Spec Suite without obtaining Tenant’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall use commercially reasonable efforts to construct the Spec Suite concurrently with ▇▇▇▇▇▇▇▇’s construction of the Tenant Improvements under the Work Letter. Notwithstanding the foregoing, ▇▇▇▇▇▇ acknowledges and agrees that, as of the date of this Lease, Lessor grants Landlord intends to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters enter into a lease agreement with Tentatrix Biotherapeutics, Inc., a Delaware corporation (“Tentatrix Lease”) with respect to that certain portion of the ROFR Space known as Suite 100, containing approximately 12,635 rentable square feet, and (x) Landlord agrees the term of the Tentatrix Lease shall expire no later than December 31, 2026, (y) Landlord shall have no obligation to deliver to Tenant a Pending Deal Notice in connection with such Tentarix Lease, and (z) Tenant shall not have a Right of First Refusal with respect to such space until the expiration or earlier termination of the Tentatrix Lease. For the avoidance of doubt, ▇▇▇▇▇▇’s Right of First Refusal shall be superior to any proposed extension of the Tentarix Lease beyond December 31, 2026. For the avoidance of doubt, Tenant shall be required to exercise its right under this Section 39(a) with respect to all of the space described in the Pending Deal Notice, including, at Landlord’s option, any space in addition to the ROFR Space that is described in the Pending Deal Notice, which additional space shall be deemed to be included as part of the ROFR Space (the “Identified Space”). Within 5 business days after ▇▇▇▇▇▇’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Acceptance Notice”) if Tenant elects to lease the Identified Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the Identified Space pursuant to this Section 39(a) is hereinafter referred to as the “Right of First Refusal.” If Tenant elects to lease the Identified Space described in the Pending Deal Notice by delivering the Space Acceptance Notice within the required 5 business day period, Tenant shall be deemed to agree to expand the Premises to include the Identified Space and to lease the Identified Space on the same general terms and conditions as this Lease except that the terms of this Lease shall be modified to reflect the terms of the Pending Deal Notice for the rental of the Identified Space. Tenant acknowledges that the term of this Lease with respect to the Identified Space and the Term of this Lease with respect to the existing Premises may not be co-terminous. Notwithstanding anything to the contrary contained herein, in no event shall the Work Letter apply to the Identified Space. If Tenant fails to deliver an Acceptance Notice to Landlord within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Space; provided, however, that if (i) Landlord has not entered into a lease for the Identified Space within 180 days after Landlord’s delivery to Tenant of a Pending Deal Notice, or (ii) Landlord intends to lease the Identified Space to a third party tenant upon substantially for a net effective rental rate of less than 95% of the same terms as were rental rate set forth in the Lease ProposalPending Deal Notice, then Tenant’s Right of First Refusal with respect to the particular space covered by Identified Space shall be restored and Landlord shall deliver to Tenant a new Pending Deal Notice. Notwithstanding anything to the Lease Proposal contrary contained herein, Tenant shall thereafter be forever free have no right to a Pending Deal Notice and the provisions of this Section 39(a) shall no longer apply after the date that is 12 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseepursuant to Section 40. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided Subject to the provisions of this Section 39(b), each time after the date of this Lease and prior to the expiration of the Base Term that Lessee Landlord intends to accept a written proposal (the “Pending Deal”) to lease all or any portion the First Refusal Space (as hereinafter defined) to a third party, Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”) of the existence of such Pending Deal and the material terms of such Pending Deal. For purposes of this Section 39(b), “First Refusal Space” shall mean any space in the second floor of the building at the Project commonly known as “Lab Building 1” (which second floor contains approximately 23,045 rentable square feet of space), which is not occupied by a tenant or which is occupied by a then existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. For the avoidance of doubt, Tenant shall be required to exercise its right under this Section 39(b) with respect to all of the space described in Default the Pending Deal Notice, including any space in addition to the First Refusal Space that is described in the Pending Deal Notice, which additional space shall be deemed to be included as part of the First Refusal Space. Within 5 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Space Acceptance Notice”) if Tenant elects to lease the First Refusal Space described in the Pending Deal Notice. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the First Refusal Space pursuant to this Section 39(b) is hereinafter referred to as the “Right of First Refusal.” If Tenant elects to lease the First Refusal Space described in the Pending Deal Notice by delivering the Space Acceptance Notice within the required 5 business day period, Tenant shall be deemed to agree to lease the First Refusal Space on the same general terms and conditions as this Lease except that the terms of this Lease, Lessor grants Lease shall be modified to Lessee a right reflect the terms of first refusal during the Term Pending Deal Notice for the rental of this Lease, the First Refusal Space. Tenant acknowledges that the term of the Lease with respect to the Unencumbered First Refusal Space and the Term of the Lease with respect to the original Premises may not be co-terminous. Notwithstanding anything to the contrary contained herein, in no event shall the Work Letter apply to the First Refusal Space. If Tenant fails to deliver a Space Acceptance Notice to Landlord within the required 5 business day period, Landlord shall have the right to lease the First Refusal Space to the third party subject to the Pending Deal (or an affiliate of such third party) on substantially the following same business terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee Pending Deal Notice. Notwithstanding anything to be substantially the same as contrary contained in this LeaseSection 39(b), and Lessee Tenant shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails have no right to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of First Refusal in all respects. Upon and the leasing by Lessee provisions of this Section 39(b) shall no longer apply after the date that is 9 months prior to the expiration of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeBase Term if Tenant has not exercised its first Extension Right pursuant to Section 40. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided In the event that Lessee within twelve (12) months of the Closing Date, a Buyer Party proposes to sell all of the Purchased Assets (the “Offered Assets”) to a third party in a cash transaction, then such Buyer Party shall deliver to Seller Parent a written notice (the “Transfer Notice”) indicating that a Buyer Party proposes to transfer the Offered Assets, the cash purchase price for which such Buyer Party proposes to transfer the Offered Assets and the name of the proposed buyer for the Offered Assets. For a period of fourteen (14) days (the “Exercise Period”) after the date on which the Transfer Notice is deemed to have been delivered to Seller Parent, Seller Parent shall have the right to purchase all but not in Default less than all of this Lease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, Offered Assets on the following terms and conditions set forth in Transfer Notice (the "“Right of First Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"”). If Lessee desires In order to exercise its Right of First Refusal for the space covered by the Lease Proposalhereunder, then Lessee Seller Parent must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising to Buyer Parent within the Exercise Period regarding its exercise of its Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through First Refusal (the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease“Exercise Notice”), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails Seller Parent elects to exercise its Right of First Refusal as set forth aboveby delivering an Exercise Notice to Buyer Parent within the Exercise Period, then provided Seller Parent and the applicable Buyer Parties shall effect the purchase of the Offered Assets within thirty (30) days after the delivery of the Exercise Notice, including the payment of the cash purchase price by Seller Parent in the manner and at the time identified by such Buyer Party, and the delivery by such Buyer Party of the Offered Assets to Seller Parent pursuant to transfer documents reasonably satisfactory to each of Seller Parent and such Buyer Party. If Seller Parent indicates that Lessor enters into a lease agreement it does not wish to exercise its Right of First Refusal during the Exercise Period or does not deliver an Exercise Notice within the Exercise Period, then such Buyer Party shall be free to transfer the Offered Assets in accordance with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respectsTransfer Notice. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its this Right of RefusalFirst Refusal shall not apply with respect to any Purchased Assets proposed to be transferred in connection with, then Lessee shall be obligated or as part of any Change of Control applicable to lease from Lessor all Buyer Parent. For purposes of the Unencumbered Spacethis Section 4.7, on the terms and conditions described in (a) above.“

Right of First Refusal. Provided that Lessee is not A. Consolidated Mortgage hereby agrees to continue arranging for the financing of Mortgage Loans in Default accordance with its historical practices. Commencing as of this LeaseNovember 19, Lessor grants 2007, on a weekly basis, Consolidated Mortgage shall send a written report (a “Mortgage Loan Report”) to Lessee Desert Capital setting forth in reasonable detail all Mortgage Loans identified by Consolidated Mortgage for funding (including loan to value ratio, credit scores, interest rates and other criteria applicable to the Mortgage Loans). Desert Capital shall have a right of first refusal during in its sole discretion to fund all or any portion of such Mortgage Loans as set forth herein. No later than two (2) Business Days (hereinafter defined) following its receipt of a Mortgage Loan Report (the Term “Initial Election Period”), Desert Capital shall send written notice to Consolidated Mortgage specifying each Mortgage Loan or specified portion thereof that Desert Capital desires to fund (a “Preliminary Funding Notice”). The Preliminary Funding Notice shall constitute an offer by Desert Capital to fund all or the specified portion of this Lease, with respect to each Mortgage Loan listed in the Unencumbered Space, on Preliminary Funding Notice upon the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (Mortgage Loan Report, with all other such changes thereto as Desert Capital shall deem appropriate for its funding thereof and upon the terms and conditions set forth herein. If Desert Capital fails to deliver a Preliminary Funding Notice to Consolidated Mortgage prior to the expiration of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to LesseeInitial Election Period, or a separate lease agreement to govern if the demising Preliminary Funding Notice delivered by Desert Capital does not include all of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth abovethe Mortgage Loans listed on the Mortgage Loan Report, then provided that Lessor enters into a lease agreement with Consolidated Mortgage may arrange for the proposed third party tenant upon substantially funding of all or any such portion, as the same terms as were case may be, of the remaining Mortgage Loans set forth in the Lease Proposalapplicable Mortgage Loan Report that were not selected by Desert Capital through one or more third parties without regard to this Agreement. B. No later than two (2) Business Days after its receipt of a Preliminary Funding Notice (the “Election Period”), then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making Consolidated Mortgage may elect to accept any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in the applicable Preliminary Funding Notice that Desert Capital requests be made to the terms of any Lease Proposal consists of 70% or more Mortgage Loan listed in such Preliminary Funding Notice. If Consolidated Mortgage rejects any of the original Unencumbered Spacemodified terms requested by Desert Capital, it may withdraw each related Mortgage Loan from the Preliminary Funding Notice and Lessee exercises its Right shall permit Desert Capital to fund all or the specified portion of Refusalthe remaining Mortgage Loans listed on the Preliminary Funding Notice. If Consolidated Mortgage agrees to all modified terms requested by Desert Capital in the Preliminary Funding Notice, then Lessee Consolidated Mortgage shall be obligated permit Desert Capital to lease from Lessor fund all or the specified portion of the Unencumbered SpaceMortgage Loans listed in the Preliminary Funding Notice upon the modified terms requested by Desert Capital. For purposes hereof “Business Day” means any day other than Saturday or Sunday or other day on which national banks in Las Vegas, on the terms and conditions described in (a) aboveNevada are required or permitted by applicable law to close.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee A. Tenant shall have a right of first refusal during with respect to all or any portion of the remaining space in the Building not included in the Premises (the "Refusal Space"), which right of first refusal shall be exercised as follows: when Landlord has a prospective tenant ("Prospect") interested in leasing all or any portion of the Refusal Space, Landlord shall advise Tenant in writing (the "Advice") of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease all but not less than all of the Refusal Space identified in the Advice, under such terms, by providing Landlord with written notice of exercise ("Notice of Exercise") within seven (7) business days after the date of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: 1. Tenant is in default under the Lease beyond the expiration of any applicable notice and cure periods at the time Landlord would otherwise deliver the Advice; or 2. the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice; or 3. the Premises, or any portion thereof is sublet at the time Landlord would otherwise deliver the Advice; or 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. As a courtesy to Tenant so that Tenant will have time prior to receipt of an Advice to evaluate whether Tenant desires to lease the Refusal Space, Landlord shall use reasonable efforts to notify Tenant when Landlord has a prospect Landlord believes is interested in leasing the Refusal Space, whether or not Landlord and such prospective tenant have agreed to any specific business terms; provided that Landlord's failure to notify Tenant of a prospect interested in leasing the Refusal Space shall not extend Tenant's time to respond to an Advice, if an Advice is subsequently provided to Tenant and shall not constitute a default by Landlord under this Section 3. B. Except as provided below, the term for the Refusal Space shall commence upon the commencement date stated in the Advice and thereupon such Refusal Space shall be considered a part of the Premises, provided that all of the business terms stated in the Advice (except for the termination date set forth in the Advice) shall govern Tenant's leasing of the Refusal Space and only to the extent that they do not conflict with the Advice, the terms and conditions of this Lease shall apply to the Refusal Space. The lease of the Refusal Space shall be co-terminus with the expiration of this Lease. If the remaining Term of this Lease is less than the term set forth in the Advice, then the tenant finish allowance, if any, and all other concessions set forth in the Advice, if any, shall be prorated and Tenant shall be entitled to an amount equal to the dollar amount of the allowances and other monetary concessions set forth in the Advice multiplied by a fraction, with the numerator being the number of full calendar months remaining in the Term of this Lease, Lease as of the date Base Rent commences with respect to the Unencumbered Refusal Space, and the denominator of which is the number of calendar months in the term of the lease set forth in the Advice. If the remaining term of This Lease is greater than the term set forth in the Advice, Landlord shall include in the Advice Landlord's designation of the market rent for the Refusal Space during the period between the expiration date of the proposed lease and the expiration date of this Lease. The Refusal Space shall be accepted by Tenant in its condition and as-built configuration existing on the following earlier of the date Tenant takes possession of the Refusal Space or the date the term for such Refusal Space commences, unless the parties determine that work will be performed by Landlord in the Refusal Space, in which case Landlord shall perform such work in the Refusal Space. Notwithstanding the foregoing, in the event Landlord receives a Notice of Exercise during the first twelve (12) calendar months during the Term, the Refusal Space covered by such Notice of Exercised shall be leased by Tenant on the same terms and conditions of this Lease applicable to the original Premises provided that, (i) except as set forth in this paragraph, Tenant shall not be entitled to any monetary concessions with respect to the "Right of Refusal"): Original Premises (asuch as rent abatement, finish allowance, or other concessions), (ii) In the event Lessor desires Base Rent for the Refusal Space shall be equal to lease any $3.00 per square foot of the Unencumbered Refusal Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement dateper year, and lease space description (iii) Tenant shall receive a tenant finish allowance equal to $3.00 per square foot of the proposed lease, initialed by Refusal Space. C. The rights of Tenant hereunder with respect to the prospective third party tenant Refusal Space identified in the Advice shall terminate on the earlier to occur of (the "Lease Proposal"). If Lessee desires i) Tenant's failure to exercise its Right of First Refusal within the seven (7) business day period provided in paragraph A above, and (ii) the date Landlord would have provided Tenant an Advice if Tenant had not been in violation of one or more of the conditions set forth in paragraph A above. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its Right of First Refusal, but failed to provide Landlord with a Notice of Exercise within the seven (7) business day period provided in paragraph A above, and (ii) Landlord does not enter into a lease for the space covered by Refusal Space with the Lease Proposal, then Lessee must deliver to Lessor, Prospect or any other prospect within five days after receipt a period of six (6) months following the date of the Lease ProposalAdvice, Tenant shall once again have a written notice exercising Right of First Refusal with respect to such Refusal Space. In addition, provided that the initial Advice was not delivered to Tenant during the first (1st) twelve (12) months of the Term, Tenant shall once again have the Right of Refusal. Upon First Refusal with respect to the Refusal Space identified in the Advice if, within such exercisesix (6) months period, Lessee shall automatically be obligated Landlord proposes to lease from Lessor, beginning the Refusal Space to the Prospect on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as that are substantially different than those set forth in the Lease Proposal (with all Advice, or any other Prospect. For purposes hereof, the terms and conditions of such lease by Lessee offered to a prospect shall be deemed to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were those set forth in the Lease ProposalAdvice as long as there is no more than a ten percent (10%) increase or decrease in size of the Refusal Space identified in the Advice or no more than a ten percent (10%) reduction in the "bottom line" cost per rentable square foot of the Refusal Space to the Prospect when compared with the "bottom line" cost per rentable square foot under the Advice, then considering all of the particular space covered economic terms of the both deals, respectively, including, without limitation, the net rent and any financial concessions. The "bottom line" cost shall determined by subtracting all cash allowances, excluding any allowances to be repaid as an increase in rent, annualized on a per square foot basis from the Lease Proposal net effective rent payable per square foot. D. If Tenant exercises its Right of First Refusal with respect to any portion of the Refusal Space, Landlord shall thereafter be forever free prepare an amendment adding the Refusal Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Base Rent, square footage of the Premises and other appropriate terms and Tenant shall execute such amendment within twenty (20) days after receipt of such amendment. However, Tenant's failure to execute the amendment shall not effect an otherwise valid exercise of the Right of First Refusal in all respects. Upon the leasing by Lessee and Tenant's exercise of the additional space, the cost Right of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, First Refusal shall be at fully effective whether or not the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.amendment is executed. EXHIBIT I

Right of First Refusal. Provided that Lessee is not in Default of this LeaseSubject to the terms and conditions herein set forth, Lessor grants to Lessee Tenant shalt have a right of first refusal to expand into those premises (the "Expansion Premises") adjacent to Tenant's current Premises at the escalated rent Tenant is paying for its original lease. Landlord and Tenant shall attempt to negotiate in good faith the other items contained in an amendment and subject to the terms below. Provided Tenant is not in default of its lease obligations, Landlord shall, by written notice (the "Offer Notice"), offer to lease the Expansion Premises to Tenant. In order to effectively exercise the foregoing right of first refusal, Tenant must notify Landlord in writing, within ten (10) days of Tenant's receipt of the Offer Notice, of Tenant's unequivocal acceptance of Landlord's offer. In the event that Tenant (i) rejects Landlord's offer, or (ii) fails to respond in writing to the Offer Notice within such ten (10) day period, then the above-described right of first refusal shall be null and void and of no further force or effect, and Landlord shall at all times thereafter be free to offer and lease the space to any party whatsoever, or to hold the space vacant, at Landlord's sole discretion; Landlord shall not be required to offer the Expansion Premises to Tenant more than once during the Term of this LeaseTenant's lease. Upon Tenant's effective exercise of the foregoing right of first refusal, with respect Landlord shall prepare and Landlord and Tenant shall execute an amendment to Tenant's lease reflecting the addition of the Expansion Premises to the Unencumbered Space, on Premises theretofore held by Tenant under the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default of this LeaseSubject to Subsection 4B below, Lessor Landlord hereby grants to Lessee Tenant for the term of the Lease (as same may be extended) a right of first refusal during for the Term balance of the building in which the First Expansion Space is (or will be) located (the "RFR Space"), to be exercised in accordance with Subsection A below. For purposes of this LeaseSection 4 of Appendix F, the building in which the First Expansion Space is (or will be) located shall be as designated by Landlord pursuant to Subsection 3A above or, if such designation has not yet occurred, as otherwise designated by Landlord in writing to Tenant with or prior to the First Landlord's RFR Notice (defined below). A. In the event Landlord receives a bona fide offer from a third party to lease all or a portion of the RFR Space acceptable to Landlord, or Landlord makes a legitimate bona fide offer to a third party with respect to all or a portion of the RFR Space acceptable to such third party, Landlord shall so notify Tenant ("Landlord's RFR Notice"), identifying the available RFR Space and accompanied by a copy of such offer. Tenant shall notify Landlord within seven (7) business days of receipt of Landlord's RFR Notice whether it desires to lease the RFR Space on the terms set forth in the copy of the offer accompanying Landlord's RFR Notice. If Tenant does not notify Landlord within said 7-business day period that it will lease the RFR Space, Landlord shall be free to lease such space to such third party on the terms of the offer made by or to such party and Tenant shall have no further right of first refusal for such RFR Space unless and until, after either the term of any lease (or any renewal thereof) between Landlord and such third party expires or such third party affirmatively and finally rejects such space without entering into a lease therefor, Landlord again receives from or makes a mutually acceptable bona fide offer to a third party for the lease of such RFR Space. If Tenant exercises its right of first refusal with respect to the Unencumbered RFR Space, on such space shall be added to the following terms and conditions (the "Right Premises for all purposes of Refusal"): (a) In the event Lessor desires to this lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of the Lease on (a) the terms specified in the copy of the offer accompanying Landlord's RFR Notice, and (b) the terms of this Lease to the extent that they do not conflict with the terms specified in the copy of the offer accompanying Landlord's RFR Notice. Tenant's refusal of a portion of RFR Space shall in no way affect Tenant's right of first refusal as set forth herein with respect to the balance of the RFR Space. B. Tenant's right of first refusal as set forth above is subject to the conditions that: (i) on the date that Tenant delivers its notice exercising its right of first refusal, Tenant is not in default under this Lease after the expiration of any applicable notice and cure periods, and (ii) Tenant shall not have assigned the Lease, or sublet any portion of the particular space covered by Premises under a sublease which is in effect at any time during the period commencing with Tenant's delivery of its notice and ending on the date the RFR Space is added to the Premises, except for an assignment or sublease pursuant to Section 17D of the Lease Proposalor subleases of less than one-third (1/3) of the then-current total Rentable Square Footage of the Premises. C. Promptly after Tenant's exercise of its right of first refusal under this ▇▇▇▇▇▇▇▇▇ ▇, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee ▇▇▇▇▇▇▇▇ shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either Tenant an Amendment amendment to this the Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any reflect changes in the security systemsPremises, shall be at Base Rent, Tenant's Proportionate Share and any other appropriate terms changed by the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more addition of the original Unencumbered RFR Space. Within fifteen (15) days after Tenant's receipt of an accurate amendment from Landlord, Tenant shall execute and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of return the Unencumbered Space, on the terms and conditions described in (a) aboveamendment.

Right of First Refusal. Provided that Lessee is an Event of Default by Tenant does not in Default of this then exist under the Lease, Lessor grants Landlord has the obligation to Lessee inform Tenant in writing (the “Option Notice”) if Landlord believes, in good faith, that it has a right bona fide prospect (the “Prospect”) to lease the Remainder Space. The Option Notice will describe the Remainder Space and the economic terms upon which Landlord has offered to lease all or a portion of first refusal during the Term of this Lease, with respect Remainder Space to the Unencumbered Space, Prospect. Tenant has the option (the “Expansion Option”) to lease the entire Remainder Space described in the Option Notice on the following terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other Option Notice. To effectively exercise its Expansion Option, Tenant must inform Landlord in writing of its desire to lease the Remainder Space on the terms and conditions set forth in the Option Notice, which writing must be received by Landlord within ten (10) days of such Tenant’s receipt of the Option Notice. If Tenant fails to timely exercise its Expansion Option, then Landlord has the right to lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, all or a separate lease agreement portion of the Remainder Space to govern the demising of such additional space Prospect or to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third any other third-party tenant upon on substantially the same terms as were those specified in the Option Notice (with the phrase “on substantially the same terms as those specified in the Option Notice” being defined as terms that result in the net effective rent received by Landlord being within ten percent (10%) of the net effective rate that Landlord would have received had the prospective tenant executed a lease based exactly on the terms set forth in the Lease Proposal, then Option Notice) or on terms more favorable to the particular space covered by Landlord. Notwithstanding any language herein to the contrary: (i) The term of the Lease Proposal applicable to the Remainder Space shall thereafter be forever free the longer of: (a) the amount of time left in the then current term of the Right of Refusal in all respects. Upon Lease; or, (b) the leasing by Lessee length of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes lease set forth in the security systems, shall be at the expense of LesseeOption Notice. (bii) Notwithstanding Tenant shall execute and deliver to Landlord within ten (10) days after receipt thereof from Landlord (but no later than the date on which the Remainder Space is delivered to Tenant, if such date is earlier) an amendment to this Lease prepared by Landlord which, effective with the commencement date applicable to the Remainder Space: (A) adds the Remainder Space to the Premises; (B) increases the rentable area of the Premises by the rentable area of the Remainder Space; and, (C) makes such other modifications of affected portions of the Lease as are consistent with the foregoing. (iii) If Landlord does not execute a lease with a third-party within one hundred eighty (180) days following Tenant’s failure to timely exercise its Expansion Option following Tenant’s receipt of an Option Notice, if then Landlord must provide Tenant with a new Option Notice prior to leasing any portion of the particular space Remainder Space to a third party. If Tenant fails to satisfy any of the foregoing conditions, Landlord may, at its election, by written notice either waive such condition or declare Tenant’s exercise of the Expansion Option to be null and void and of no further force or effect. PARCEL NO. 1: LOT 2, BLACKHAWK CORPORATE CENTER, ACCORDING TO BOOK 473 OF MAPS, PAGE 28, RECORDS OF MARICOPA COUNTY, ARIZONA, RECORDED JUNE 25, 1998. PARCEL NO. 2: EASEMENT RIGHTS AS SET FORTH IN THAT CERTAIN AMENDED AND RESTATED RECIPROCAL EASEMENT AGREEMENT RECORDED JUNE 12, 2000, IN INSTRUMENT NO. 00-0444425, RECORDS OF MARICOPA COUNTY, ARIZONA. PARCEL NO. 3: A PORTION OF LAND SITUATED IN THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 4 NORTH, RANGE 2 EAST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 828 OF MAPS, PAGE 3, RECORDS OF MARICOPA COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 23; THENCE NORTH 00 DEGREES 26 MINUTES 27 SECONDS WEST, ALONG THE EAST LINE OF SAID SECTION 23, A DISTANCE OF 1327.65 FEET TO THE INTERSECTION OF THE MONUMENT OF ▇▇▇▇▇▇ DRIVE AND 27TH AVENUE; THENCE SOUTH 89 DEGREES 32 MINUTES 16 SECONDS WEST, LEAVING SAID EAST LINE AND ALONG SAID MONUMENT LINE OF ▇▇▇▇▇▇ ▇▇▇▇, A DISTANCE OF 317.83 FEET, TO A POINT (FOUND 1/2 INCH REBAR); THENCE SOUTH 00 DEGREES 27 MINUTES 44 SECONDS EAST, LEAVING SAID MONUMENT LINE OF ▇▇▇▇▇▇ DRIVE, A DISTANCE OF 37.08 FEET TO A POINT ON THE SOUTHERN RIGHT-OF-WAY OF ▇▇▇▇▇▇ DRIVE; THENCE SOUTH 89 DEGREES 32 MINUTES 16 SECONDS WEST, ALONG SAID RIGHT-OF-WAY, A DISTANCE OF 55.15 FEET TO THE POINT OF BEGINNING OF THE PARCEL DESCRIBED HEREIN (FOUND 1/2 INCH REBAR WITH CAP LS NO. 31020); THENCE SOUTH 00 DEGREES 26 MINUTES 27 SECONDS EAST, LEAVING SAID RIGHT-OF-WAY, A DISTANCE OF 788.42 FEET TO A POINT (FOUND 1/2 INCH REBAR WITH CAP LS NO. 16913); THENCE SOUTH 89 DEGREES 33 MINUTES 33 SECONDS WEST, A DISTANCE OF 904.01 FEET, TO A POINT ON THE EASTERLY FIGHT-OF-WAY OF 29TH AVENUE AND A POINT OF CURVATURE OF A NONTANGENT CURVE CONCAVE TO THE SOUTHEAST WHOSE RADIUS BEARS SOUTH 80 DEGREES 07 MINUTES 52 SECONDS EAST, A DISTANCE OF 974.92 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND SAID RIGHT-OF-WAY, THROUGH A CENTRAL ANGLE OF 62 DEGREES 41 MINUTES 23 SECONDS, A DISTANCE OF 1066.70 FEET TO A POINT OF COMPOUND CURVATURE OF TANGENT CURVE HAVING A RADIUS OF 702.92 FEET; This Tenant Work Letter shall set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described relating to the construction of the Tenant Improvements in (a) abovethe Pharmacy Space. This Tenant Work Letter is essentially organized chronologically and addresses the issues of the construction of the Tenant Improvements, in sequence, as such issues will arise during the actual construction thereof. All references in this Tenant Work Letter to Articles or Sections of “this Lease” shall mean the relevant portions of the Lease to which this Tenant Work Letter is attached as Exhibit “D”, and all references in this Tenant Work Letter to Sections of “this Tenant Work Letter” shall mean the relevant portions of this Tenant Work Letter.

Right of First Refusal. Provided (i) Tenant shall have an on-going Right of First Refusal (as described herein) on any office space in the Building currently available or any office space in the Building that Lessee is not becomes available during the Term (hereinafter the "First Refusal Space"). Landlord acknowledges that Tenant may wish to expand the Premises and lease a portion or portions of the First Refusal Space. Tenant, however, acknowledges that Landlord must be in Default a position to lease the First Refusal Space to other tenants. In order to accommodate Tenant's desires regarding the First Refusal Space and Landlord's requirement for future leasing of this Leasethe First Refusal Space, Lessor Landlord grants to Lessee a Tenant the right of first refusal during to lease the Term First Refusal Space in accordance with the terms and conditions contained herein. If Landlord makes a written offer (in response to a request, written or oral, for proposal) to a prospective tenant to lease all or any portion of the First Refusal Space, then Landlord shall submit to Tenant in writing a copy of such proposed offer to lease (hereinafter referred to as the "Offer") and, for a period of ten (10) business days after Landlord submits the offer to Tenant, Tenant shall have the right and option to lease the First Refusal Space covered by the Offer upon equivalent monetary terms and conditions, including security deposit, any offer of free rent and leasehold improvement allowances, as embodied in the copy of such Offer submitted to Tenant by Landlord, but upon all other terms and conditions contained in this Lease and for a term expiring as of the date of the expiration of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (a) . In the event Lessor desires the remaining months in the Term or any extension thereof, are less than the number of months in the term embodied in the Offer, then such free rent and leasehold improvement allowances shall be reduced to lease any the amounts that bear the same ratio to the free rent and leasehold improvement allowances embodied in the Offer as the remaining months in the Term bears to the number of months of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, term embodied in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal")Offer. If Lessee desires Tenant shall elect to exercise its Right right to lease the First Refusal Space covered by the Offer, written notice of Refusal for such election shall be given to Landlord within ten (10) business days from the time that Landlord submitted a copy of the Offer to Tenant (hereinafter referred to as the "Offer Period"), which notice by Tenant shall specify a date that Tenant shall lease the space covered by the Lease ProposalOffer, then Lessee must deliver to Lessor, within five which date shall be not less than thirty (30) nor more than ninety (90) days after receipt the giving of notice thereof. (ii) Upon the exercise of its right to lease the First Refusal Space covered by the Offer, Landlord and Tenant shall enter into a written agreement modifying and supplementing this Lease and specifying that the First Refusal Space is a part of the Premises and under this Lease Proposal, a written notice exercising and containing other appropriate terms and provisions relating to the Right addition of Refusal. Upon such exercise, Lessee shall automatically be obligated area to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, including, without limitation, increasing, adjusting or augmenting Rent and Additional Rent and Security Deposit as a result of the particular addition of such space. (iii) If a right to lease pursuant to this Article shall not be exercised within the Offer Period or shall be waived (no notice is deemed to be a waiver of such right), then Landlord shall have the right to lease such space to the prospective tenant, and if such transaction is consummated, Tenant's rights under this Article shall automatically terminate and be of no further force or effect. If a right to lease pursuant to this Article shall not be exercised within the Offer Period or shall be waived (no notice is deemed to be a waiver of such right), and Landlord fails to lease the space covered by the Offer within six (6) months after Landlord's submission of a copy of the Offer to Tenant, then this Article shall be applicable to any subsequent offer to lease the First Refusal Space or any portion thereof. (iv) Notwithstanding the foregoing right of first refusal and any other provision of this Lease Proposalto the contrary, such right of first refusal is conditioned upon this Lease being in full force and effect, that Tenant has received not more than one default notice relating to the same terms as are set forth payment of Rent or Additional Rent from Landlord in the preceding six (6) months, and there being no default continuing under this Lease. If Tenant fails to exercise the foregoing right of first refusal as provided in and in strict accordance with the terms of this Article, the foregoing right of first refusal shall automatically terminate and be of no further force or effect, or if exercised, shall be null and void. (v) Tenant shall not have the right to assign its right of first refusal to any sublessee of the Premises or any portion thereof or to any assignee of this Lease Proposal (with all other terms and conditions except an "Affiliate Transfer"), nor may any such sublessee or assignee exercise or enjoy the benefit of such lease by Lessee to be substantially the same as contained right of first refusal. (vi) Notwithstanding any other term or provision of this Article or elsewhere in this Lease), expressed or implied, it is understood and Lessee agreed by Tenant that (i) Landlord shall thereafter promptly execute not be liable for the failure or inability of Tenant to exercise or benefit from any or all rights granted in this Article with respect to said First Refusal Space or any portion thereof and deliver (ii) Tenant shall not be entitled to Lessorany compensation, at Lessor's optionconsolation, either an Amendment to this Lease to govern the demising consideration, replacement of such additional space to Lesseespace, or a separate lease agreement to govern the demising any other remedy from or against Landlord by reason of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls failure or privacy doorways, or making any changes in the security systems, shall be at the expense of Lesseeinability. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. (a) Provided that Lessee (i) no default has occurred and is not in Default then continuing, and (ii) the tangible net worth of this LeaseTenant is then at least $10,000,000.00, Lessor grants and subject to Lessee a any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an on-going right of first refusal (“Refusal Option”) to lease additional space located on the fourteenth (14th) floor of the Building (the “14th Floor Refusal Space”); provided, however, at any time during the Lease Term that the fourteenth (14th) floor is fully occupied, Tenant shall have a Refusal Option to lease additional space located on the fifteenth (15th) floor of this Leasethe Building (the “15th Floor Refusal Space”; either the 14th Floor Refusal Space or the 15th Floor Refusal Space, with respect as applicable, referred to herein as the “Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Unencumbered Refusal Space, on then the following Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have five (5) business days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Refusal Space to the bona fide offeror or any other third party. (b) The term for the Refusal Space shall be the greater of (i) five (5) years or (ii) the then remaining period of the Lease Term; provided, however, that if the term for the Refusal Space is greater than the then remaining period of the Lease Term, the Lease Term for the then existing Premises (“Existing Premises”) shall be extended to be coterminous with the term for the Refusal Space. Any extension of the Existing Premises pursuant to the preceding sentence shall not affect Tenant’s option to extend set forth in Special Stipulation 3 above. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Bona Fide Offer and herein and, if the term of Tenant’s lease of the Refusal Space is less than the term set forth in the Bona Fide Offer, Landlord shall have the right to adjust any rental concessions, any tenant improvement allowance and any other concessions set forth in the Bona Fide Offer on a prorated basis. If the Lease Proposal Term for the Existing Premises is extended as provided above, the Minimum Annual Rent for such extension term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective renewal tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity; provided, however, that in no event shall the Minimum Annual Rent during such extension term be less than the highest Minimum Annual Rent payable during the immediately preceding term. (c) If Tenant shall exercise the Refusal Option, the parties shall enter into an amendment to this Lease adding the Refusal Space to the Premises upon the terms and conditions set forth herein and making such other modifications to this Lease as are appropriate under the circumstances. If Landlord does not enter into a lease with all other a third party under the terms and conditions contained in the Bona Fide Offer within one hundred eighty (180) days after Tenant declines or fails to exercise this Refusal Option, or if Landlord desires to materially alter or modify the terms and conditions of such lease the Bona Fide Offer by Lessee more than 10%, Landlord shall be required to be substantially present the altered or modified Bona Fide Offer to Tenant pursuant to this Refusal Option, in the same as contained manner that the original Bona Fide Offer was submitted to Tenant. (d) The right of first refusal provided in this Lease), subparagraph (a) above is personal to Teavana Corporation (or its Permitted Transferee) and Lessee shall thereafter promptly execute automatically terminate and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising be of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise no further force and effect if Teavana Corporation assigns its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth interest in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways(except to a Permitted Transferee), or making any changes sublets at least twenty percent (20%) of its interest in the security systems, shall be at the expense of LesseePremises (except to a Permitted Transferee). (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided Prior to entering into any arrangement with a third party to obtain any GDS or other travel technology related services that Lessee succeeds the Subscriber Entity Agreement or replaces any portion thereof during Booking Evaluation Period 5 or at the end of the Term, Priceline will provide Worldspan written notice of the proposed arrangement (an “ROFR Notice”). It is understood, however, that no ROFR Notice shall be required in connection with arrangements with any third party for such services if and to the extent that Priceline is permitted (or, if the Subscriber Entity Agreement were still in effect, would be permitted) to engage or contract with such third party for such services under the terms of the Subscriber Entity Agreement, such as any arrangement with a third party for the generation through an Other GDS of any Segments that Priceline is not in Default obligated to generate through the Worldspan GDS pursuant to this Amendment. Each ROFR Notice shall include as an attachment the proposed definitive agreement pursuant to which the third party will provide the applicable services or, if such definitive agreement has [**] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the commission. not been prepared, a detailed description of this Lease, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered Space, on the following applicable services and all material terms and conditions upon which the third party will provide them; provided, however, that Priceline shall not be required to divulge to Worldspan the identity of such third party. Following receipt of an ROFR Notice that satisfies the foregoing requirements, Worldspan will have forty-five (the "Right of Refusal"): 45) days to (ai) notify Priceline that Worldspan elects to provide substantially similar material services on material terms and conditions that are substantially similar to, but no less favorable to Priceline than, those described in such ROFR Notice, and (ii) provide to Priceline a proposed signed definitive agreement for such substantially similar material services on such substantially similar, but no less favorable to Priceline, material terms and conditions. In the event Lessor desires Worldspan elects not to lease any of the Unencumbered Space to a particular third party tenantprovide Priceline with such services, then Lessor it shall first deliver to Lesseeso notify Priceline in writing as soon as practicable. During such 45-day period, in writing(x) Priceline shall devote sufficient commercial, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement datetechnical, and lease space description legal resources to facilitate in good faith Worldspan’s evaluation of the proposed leasearrangement, initialed by and (y) Priceline shall not be entitled to change the prospective material terms of such third party tenant (arrangement for purposes of this Paragraph. Priceline shall not enter any such arrangement with a third party if Worldspan has elected to provide the "Lease Proposal")services and provided to Priceline a proposed definitive agreement that meets the requirements set forth above. If Lessee desires Worldspan elects not to exercise its Right of Refusal for provide the space covered by services or the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of 45-day period has expired without a response from Worldspan that meets the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as requirements set forth above, then provided that Lessor enters Priceline may enter into a lease agreement such arrangement with the proposed third party tenant upon substantially the same on terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease conditions that do not materially deviate from Lessor all of the Unencumbered Space, on the terms and conditions described included in (a) abovethe ROFR Notice to Worldspan.

Right of First Refusal. Provided At any time during the period beginning with Commencement Date #1, provided that Lessee is this Lease shall be in full force and effect and Tenant not in Default default under any of the provisions contained herein (beyond all applicable notice and grace periods), Landlord agrees to give Tenant written notice of any offer ("Expansion Notice") Landlord may receive for the leasing of the contiguous space on the tenth (10th) floor of the Building ("Additional Space"). Tenant, within five (5) business days of the delivery of said notice (time being of the essence), shall notify the Landlord whether it wishes to lease the Additional Space. The term of the Lease for the Additional Space shall be for the remaining term of this Lease, Lessor grants on the same covenants, agreements, terms and provisions as provided for in this Lease Agreement, including the payment of Additional Rent, except that: (i) Tenant acknowledges that it shall be taking the Additional Space "as is", but for Landlord (a) abating any asbestos within the Additional Space in accordance with applicable law and (b) providing Tenant with either, at Landlord's sole option (1) an improvement allowance of $35.00 per square foot for the Additional Space to Lessee improve the Additional Space with Landlord having no responsibility to delivering a central HVAC system, ductwork and control wiring for the Additional Space, which shall be Tenant's sole responsibility to provide and install or (2) an improvement allowance of $30.00 per square foot for the Additional Space to improve the Additional Space with Landlord having the responsibility to delivering a central HVAC system (exclusive of ductwork and control wiring, which shall be provided by Landlord but included in the Additional Space Improvement Allowance). Regardless of which option Landlord exercises, the foregoing contribution shall be referred to as the Additional Space Improvement Allowance, and same shall be paid to Tenant in the same manner as the Premises #1 Improvement Allowance (as hereinafter defined) is paid to Tenant pursuant to Exhibit E. Notwithstanding anything to the contrary contained in the foregoing, the Additional Space Improvement Allowance for the Additional Space shall be reduced pro-rata for each and every day that the commencement date of the term for the Additional Space begins beyond Commencement Date #2; (ii) the Base Rent for the Additional Space shall be the Base Rent then payable (on a per square foot basis) for Premises #2, subject to and including all adjustments and escalations as provided for in this Lease; and (iii) provided Tenant is not in monetary or material nonmonetary default under the terms, covenants and conditions of this Lease (beyond the expiration of any applicable notice and cure period) Tenant shall have the right to use and occupy the Additional Space free of first refusal Base Rent, for a period beginning with the commencement date of the term for the Additional Space through and including the following four (4) months thereafter (the "Additional Space Free Rent Period") [but Tenant shall pay all Additional Rent and any direct charges attributable to the Additional Space during the Additional Space Free Rent Period]. Notwithstanding anything to the contrary contained in the foregoing - 38 - sentence, the Additional Space Free Rent Period shall be reduced pro-rata for each and every day that the commencement date of the term for the Additional Space begins beyond Commencement Date #2. In the event Tenant so elects, Landlord and Tenant shall immediately thereafter enter into an amendment of this Lease to reflect the expansion of the Premises to include the Additional Space. Tenant acknowledges and agrees that in the event Tenant elects to not lease the Additional Space as provided for herein, Tenant shall thereafter waive any and all future rights to receive an Expansion Notice to lease the Additional Space. If, at any time during the period beginning with Commencement Date #1 through and including eighteen (18) months thereafter, and provided that this Lease shall be in full force and effect and Tenant is not in default under any of the provisions contained herein (beyond all applicable notice and grace periods), Landlord agrees to give Tenant written notice of any bona-fide offer ("Fifth [5th] Floor Expansion Notice") Landlord may receive for the leasing of the availability of space on the fifth (5th) floor of the Building ("Additional Expansion Space"). Tenant, within five (5) business days of the delivery of said notice (time being of the essence), shall notify the Landlord whether it wishes to lease the Additional Expansion Space pursuant to the terms and provisions of this Article. The term of the Lease for the Additional Expansion Space shall be for the remaining term of this Lease and on the same covenants, agreements, terms and provisions as provided for in the this Lease Agreement and the Fifth [5th] Floor Expansion Notice, except as otherwise provided for herein. Notwithstanding anything to the contrary contained in the foregoing, in no event shall the Base Rent payable by Tenant for the Additional Expansion Space be less than the greater of the (i) Base Rent then payable (on a per square foot basis) for Premises #2, subject to and including all adjustments and escalations as provided for in this Lease and (ii) the then fair market value for the Additional Expansion Space. As to any free rent concession or Landlord contribution to build-out the Additional Expansion Space, Landlord and Tenant agree Tenant shall not receive any amount in excess of that provided to Tenant under this Lease on a per square foot basis. If Landlord and Tenant cannot agree within the five (5) day period as to the fair market value, then same shall be decided by arbitration pursuant to the provisions of Article 60 hereof at 100% of the then fair market value ("Renewal FMV") of the Demised Premises for the Renewal Term exclusive of fixtures, equipment and improvements installed or erected by or on behalf of Tenant, but not less than Tenant's then net effective rental (Base Rent plus escalations as provided for in Articles 1.15 and 4 of this Lease, with respect to the Unencumbered Space, on the following terms and conditions (the "Right of Refusal"): (aannualized) In the event Lessor desires to lease any as of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description expiration date of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeFirst Renewal Term. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, on the terms and conditions described in (a) above.

Right of First Refusal. Provided that Lessee is not in Default of this LeaseSubject to Subsection B below, Lessor Landlord hereby grants to Lessee Tenant for the term of the Lease a right of first refusal during for the Term balance of this the first (1st) floor of the Building, comprising approximately 21,455 Rental Square Feet (subject to adjustment pursuant to Section 1C of the Lease) (the "Expansion Space"), to be exercised in accordance with Subsection A below. A. In the event Landlord receives a bona fide offer from a third party to lease all or a portion of the Expansion Space, or Landlord makes such an offer to a third party with respect to all or a portion of the Expansion Space, Landlord shall so notify Tenant ("Landlord's RFR Notice"), identifying the available Expansion Space (the "RFR Space"). Landlord's RFR Notice shall contain the terms upon which Landlord is willing to lease the RFR Space, including base rent at the then prevailing market rate for a comparable term for tenants of comparable size and creditworthiness for comparable space in the Project and other first class office buildings in the vicinity of the Project as reasonably determined by Landlord. Tenant shall notify Landlord within ten (10) business days of receipt of Landlord's RFR Notice whether it desires to lease the RFR Space on the terms set forth in Landlord's RFR Notice. If Tenant does not notify Landlord within said 10-business day period that it will lease the RFR Space, Tenant shall be deemed to have refused the RFR Space. After any refusal, Tenant shall have no further right of first refusal for such RFR Space and Landlord shall be free to lease such space to any party for any term. If Tenant exercises its right of first refusal with respect to the Unencumbered RFR Space, on such space shall be added to the following terms and conditions (the "Right Premises for all purposes of Refusal"): (a) In the event Lessor desires to this lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of the Lease on (a) the terms specified in Landlord's RFR Notice, and (b) the terms of this Lease to the extent that they do not conflict with the terms specified in Landlord's RFR Notice, except that the terms of Landlord's RFR Notice shall not apply during any Renewal Term, and instead, the terms of the Lease applying to the remainder of the Premises during the Renewal Term shall also apply to the RFR Space. B. Tenant's right of first refusal is subject to the conditions that: (i) on the date that Tenant delivers its notice exercising its right of first refusal, Tenant is not in default under this Lease after the expiration of any applicable notice and cure periods, (ii) Tenant shall not have assigned the Lease, or sublet any portion of the particular space covered by Premises under a sublease which is in effect at any time during the Lease Proposal, upon period commencing with Tenant's delivery of its notice and ending on the same terms as are set forth in date the Lease Proposal (with all other terms and conditions of such lease by Lessee RFR Space is added to be substantially the same as contained in this Lease)Premises, and Lessee (iii) Tenant failed to exercise its option under Paragraph 2 of this Appendix F to lease the Expansion Space. C. Promptly after Tenant's exercise of its right of first refusal under this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either Tenant an Amendment amendment to this the Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any reflect changes in the security systemsPremises, shall be at Base Rent, Tenant's Proportionate Share and any other appropriate terms changed by the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more addition of the original Unencumbered RFR Space. Within fifteen (15) days after Tenant's receipt of an accurate amendment from Landlord, Tenant shall execute and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of return the Unencumbered Space, on the terms and conditions described in (a) aboveamendment.

Right of First Refusal. Provided that Lessee is not in Default Subject to the terms and provisions of this LeaseSection 32, Lessor grants to Lessee Tenant shall have and is hereby granted a right of first refusal (the “Right of First Refusal”) during the Term of this Leaseperiod commencing on the Commencement Date and ending on July 31, with respect 2010 (the “First Refusal Period”) to add to the Unencumbered Space, Premises then demised hereunder any rentable space located on the following terms and conditions thirty-second (32nd) floor or the "Right thirty-third (33rd) floor of Refusal"): the Building (a) In the event Lessor desires to lease each, a “ROFR Space”), but specifically excluding any of the Unencumbered Expansion Space to described in Section 30 hereof, effective as of the Availability Date (as hereinafter defined) therefor, which Right of First Refusal shall be exercised, if at all, as follows: A. If, at any time during the First Refusal Period, Landlord and a particular third party tenant, then Lessor shall first deliver offeror have come to Lessee, in writing, agreement on the material terms of a letter of intent or lease proposal for the ROFR Space, or any portion thereof, such that Landlord is prepared to issue and execute a letter of intent or lease proposal therefor, or if Landlord has received a bona fide written offer or counteroffer from a third party offeror to lease the ROFR Space, or any portion thereof, Landlord shall give written notice thereof (the “ROFR Notice”), together with a copy of such letter of intent, lease proposal, or written offer, to Tenant, which sets forth ROFR Notice shall identify the rental rateROFR Space, escalation provisions, term, tenant improvement provisions, commencement datespecify the date on which such ROFR Space will be made available to Tenant for occupancy (the “Availability Date”), and lease space description all of the proposed leaseterms of such letter of intent, initialed by lease proposal, or offer, as the prospective third party tenant (the "Lease Proposal")case may be. If Lessee desires Tenant shall thereafter deliver written notice to Landlord of Tenant’s unconditional exercise of its Right of First Refusal for to add the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth ROFR Space identified in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated to lease from Lessor all of the Unencumbered Space, ROFR Notice on the terms and conditions described set forth herein within, but in no event later than, five (a5) abovebusiness days following Tenant’s receipt of such ROFR Notice (“Tenant’s ROFR Exercise Notice”). If Tenant fails to deliver Tenant’s ROFR Exercise Notice to Landlord within such 5-business day period, or in the event Landlord and Tenant fail to thereafter enter into a lease amendment which adds the ROFR Space to the Premises on the terms provided herein within the time period set forth in Section 32.E below (other than by reason of Landlord’s failure to comply with its obligations under said Section 32.E hereof), Tenant shall be deemed to have irrevocably waived its Right of First Refusal hereunder with respect to the ROFR Space identified in the ROFR Notice, and Tenant’s Right of First Refusal shall thereafter be deemed null, void, and of no further force or effect with respect to such ROFR Space; provided, in the event that Landlord fails to enter into a lease for such ROFR Space with such third party within six (6) months following Landlord’s ROFR Notice (which 6-month period shall be extended in the event that Landlord and such third party are then engaged in active good faith negotiations with respect to such ROFR Space), Tenant’s Right of First Refusal with respect to such ROFR Space shall be reinstated in accordance with the terms and provisions hereof. Time is of the essence in the giving of Tenant’s ROFR Exercise Notice hereunder. B. In the event Tenant validly exercises its Right of First Refusal hereunder, the ROFR Space shall be included in the Premises, subject to all of the terms and conditions of this Lease, as amended hereby, with the following exceptions and modifications: (i) The rentable area of the Premises shall be increased by the rentable area of the ROFR Space; (ii) Tenant’s Proportionate Share shall be increased to reflect the rentable area of the ROFR Space; (iii) The term of the demise covering the ROFR Space shall be as set forth in the ROFR Notice; (iv) Tenant shall accept the ROFR Space in the condition set forth in the applicable ROFR Notice, and Landlord shall not be obligated to perform any alterations, improvements, or additions thereto, or to provide any allowance or other concessions therefor, except as otherwise provided in the applicable ROFR Notice; (v) Base Rent for the ROFR Space shall be as set forth in the ROFR Notice; (vi) In addition to the Base Rent applicable thereto, Tenant shall be required to pay Operating Cost Share Rent, Tax Share Rent, Additional Rent, and any and all other sums due and payable by Tenant hereunder in connection with the ROFR Space in the manner set forth herein; and (vii) Provided Tenant validly exercises its Right of First Refusal hereunder in writing, Tenant’s obligation to pay Base Rent, Operating Cost Share Rent, Tax Share Rent, and Additional Rent with respect to the ROFR Space shall commence on the Availability Date set forth in the ROFR Notice. C. In the event Tenant exercises its Right of First Refusal as herein provided, the ROFR Space thereby added to the Premises shall become a part of the Premises for all purposes of this Lease, and any reference in this Lease to the term “Premises” shall be deemed to refer to and include any such ROFR Space, except as expressly provided otherwise herein. D. The Right of First Refusal is personal to CRA International, Inc. and any Permitted Transferee and may not be exercised by or for the benefit of any other party, nor shall such Right of First Refusal extend to any assignee, subtenant, or any other party (other than a Permitted Transferee). It shall be a condition of Tenant’s right to exercise the Right of First Refusal that (i) Tenant is not in monetary or material non-monetary default beyond any applicable notice and cure period under any of the terms, covenants, or conditions of this Lease at the time that Tenant delivers Tenant’s ROFR Exercise Notice or upon the effective date of such Right of First Refusal, and (ii) Tenant has not assigned this Lease, in whole or in part, or sublet all or any portion of the Premises (other than an assignment or sublease to a Permitted Transferee), at the time of delivery of Tenant’s ROFR Exercise Notice or upon the effective date of such Right of First Refusal. E. In the event that Tenant exercises its Right of First Refusal hereunder, Tenant agrees to execute and deliver to Landlord an amendment to this Lease setting forth the terms of such Right of First Refusal within thirty (30) days following the delivery of such amendment to Tenant (and each of Landlord and Tenant agree to not unreasonably withhold, condition, or delay its review and execution of such amendment).

Right of First Refusal. Provided that Lessee is not in Default Sublandlord grants to the Original Subtenant, during the initial term of this LeaseSublease only, Lessor grants to Lessee a right of first refusal during the Term of this Lease, with respect to the Unencumbered fourth (4th) floor of Building 3 and the entirety of Building 4 (the "First Refusal Space, on "). Sublandlord shall notify Subtenant (the following "First Refusal Notice") from time to time when Sublandlord receives a proposal during the initial term of this Sublease that Sublandlord would consider for the subleasing of all or any portion of the First Refusal Space. The First Refusal Notice shall describe the space which is the subject of the proposal and shall set forth the terms and conditions (including the proposed sublease term) set forth in the proposal (collectively, the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease ProposalTerms"). If Lessee desires Subtenant wishes to exercise its Right Subtenant's right of Refusal for first refusal with respect to the space covered by described in the Lease ProposalFirst Refusal Notice, then Lessee must deliver to Lessor, within five three (3) business days after receipt delivery of the Lease ProposalFirst Refusal Notice to Subtenant (the "Election Date"), a Subtenant shall deliver written notice exercising to Sublandlord ("Subtenant's Election Notice") pursuant to which Subtenant shall elect either to (i) sublease the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through entire space described in the remaining Term of this Lease, the particular space covered by the Lease Proposal, First Refusal Notice upon the same terms as are Terms set forth in the Lease Proposal First Refusal Notice or (with all other terms and conditions of ii) refuse to lease such lease by Lessee to be substantially space identified in the same as contained First Refusal Notice, in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of which event Sublandlord may sublease such additional space to Lessee, any person or entity on terms not materially more favorable to a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were subtenant than those set forth in the Lease ProposalFirst Refusal Notice, then and Subtenant's right of first refusal with respect to the particular space covered specified in the First Refusal Notice shall thereupon terminate and be of no further force or effect. If Subtenant does not so respond in writing to the First Refusal Notice by the Lease Proposal Election Date, Subtenant shall thereafter be forever free deemed to have elected the option described in clause (ii) above. If Subtenant timely exercises Subtenant's right of first refusal, Sublandlord and Subtenant shall execute an amendment to this Sublease incorporating into this Sublease the Right of Refusal Terms applicable to such subleasing. The rights set forth in all respects. Upon the leasing by Lessee of the additional spacethis Section 8, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systemsand Sublandlord's obligations with respect thereto, shall be at personal to the expense Original Subtenant and any Affiliate assignee of Lessee. (b) the Original Subtenant. The right of first refusal granted herein shall terminate as to a particular portion of the First Refusal Space upon the failure by Subtenant to exercise its right of first refusal with respect to such space as offered by Sublandlord to Subtenant in accordance with the First Refusal Notice, but shall remain in effect for any subsequent availability of all or any portion of the remaining First Refusal Space. Notwithstanding the foregoing, the right of first refusal as to the space Subtenant refused shall be renewed if the particular Sublandlord is unable to sublease such space on terms not materially more favorable to a subtenant than those set forth in any Lease Proposal consists the First Refusal Notice. Subtenant shall not have the right to exercise its right of 70% or more first refusal if, as of the original Unencumbered Spacedate of the attempted exercise of any right of first refusal by Subtenant, an Event of Default exists under this Sublease, Subtenant or its Affiliate does not physically occupy the entire Subleased Premises, if any portion of the Subleased Premises is subject to a non-Affiliate sub-sublease, or if Subtenant has exercised an Extension Option. Notwithstanding anything in this Section 8 to the contrary, the rights and Lessee exercises its Right obligations of Refusal, then Lessee Sublandlord and Subtenant concerning the subleasing of space pursuant to this Section 8 shall be obligated subject to lease from Lessor all of obtaining Master Landlord's consent in accordance with the Unencumbered Space, on the terms and conditions described in (a) aboveMaster Lease.

Right of First Refusal. Provided that Lessee is not in Default of this Lease, Lessor grants to Lessee (a) Tenant shall have a continuing right of first refusal during (the Term “Right of this Lease, First Refusal”) with respect to the Unencumbered approximately 20,892 rentable square feet of space known as Suite C of the Building, as shown on the demising plan attached hereto as Exhibit G (the “Refusal Space”). Tenant’s Right of First Refusal shall be exercised as follows: any time that Landlord has a prospective tenant, other than the existing tenant (if any) in the Refusal Space, (the “Prospect”) interested in leasing the Refusal Space, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within 7 days after delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (i) Tenant is in default under the Lease at the time that Landlord would otherwise deliver the Advice; (ii) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (iii) the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice, except with respect to a Permitted Transfer; or (iv) Tenant is not occupying the Premises on the following date Landlord would otherwise deliver the Advice. (b) The term for the Refusal Space shall commence upon the commencement date stated in the Advice and thereupon such Refusal Space shall be considered a part of the Premises, provided that all of the terms stated in the Advice, including the termination date set forth in the Advice, shall govern Tenant’s leasing of the Refusal Space and only to the extent that they do not conflict with the Advice, the terms and conditions (of the "Right Lease shall apply to the Refusal Space. Tenant shall pay Base Rent and Tenant’s Share of Refusal"):Operating Expenses for the Refusal Space in accordance with the terms and conditions of the Advice. Notwithstanding anything elsewhere in this Section to the contrary, any leasing of the Refusal Space under this Section will not include terms or provisions of the Advice that are specific to the parties involved in the transaction giving rise to the Advice, such as payment of commissions to the brokers involved in that transaction; options or rights to expand, contract, renew, extend or shorten the term; security deposit; and any rights that are personal to the third party making the Advice. (ac) In The Refusal Space (including improvements and personalty, if any) shall be accepted by Tenant in its as-is condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Refusal Space or the date the term for such Refusal Space commences, unless the Advice specifies work to be performed by Landlord in the Refusal Space, in which case Landlord shall perform such work in the Refusal Space. If Landlord is delayed delivering possession of the Refusal Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space, and the commencement of the term for the Refusal Space shall be postponed until the date Landlord delivers possession of the Refusal Space to Tenant free from occupancy by any party. (d) The rights of Tenant hereunder with respect to the Refusal Space shall terminate on the earlier to occur of the following: (i) the last day of the 30th full calendar month of the initial Term, provided that in the event Lessor desires the Refusal Space becomes available after the 30th full calendar month of the initial Term but prior to lease the date that is 10 business days preceding the last day upon which Tenant may exercise the Renewal Option, and Tenant has not violated any of the Unencumbered Space conditions set forth in Section 2(a) above, Landlord shall deliver an Advice to a particular third party tenant, then Lessor Tenant and Tenant shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires only be entitled to exercise its Right of First Refusal for with respect to the space covered by applicable Refusal Space if Tenant’s Notice of Exercise includes a statement that Tenant concurrently exercises its Renewal Option pursuant to Section 1 above (the Lease Proposal“Early Exercise”); (ii) as to any applicable Advice, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails Tenant’s failure to exercise its Right of First Refusal as set forth within the 7 day period provided in Section 2(a) above, then ; and (iii) the date Landlord would have provided that Lessor enters into a lease agreement with Tenant an Advice if Tenant had not been in violation of one or more of the proposed third party tenant upon substantially the same terms as were conditions set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respectsSection 2(a) above. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its Right of First Refusal, but failed to provide Landlord with a Notice of Exercise within the particular space 7 day period provided in Section 2(a) above, and (ii) Landlord does not enter into a lease for the Refusal Space with the Prospect or any other prospect within 180 following the date of the Advice, Tenant shall once again have a Right of First Refusal with respect to such Refusal Space. Notwithstanding anything to the contrary set forth in any Lease Proposal consists Section 1 above, in the event of 70% or more Early Exercise, Tenant’s Early Exercise statement set forth in Tenant’s Notice of Exercise shall be binding on Tenant, the Prevailing Market determination procedure set forth in Section 1 shall commence by Landlord’s delivery of its estimate of the original Unencumbered SpacePrevailing Market rate following the date of the Notice of Exercise, and Lessee the determination of the Prevailing Market rate shall take into account any reasonably projected changes in market rates between the date of Early Exercise and the time frame set forth in Section 1 above for Tenant to exercise the Renewal Option; provided that the Prevailing Market rate so determined shall apply only to the initial Premises during the Renewal Term, and the Base Rent payable for the Refusal Space shall be as set forth in the Advice. (e) If Tenant exercises its Right of First Refusal, then Lessee Landlord shall be obligated prepare an amendment (the “Refusal Space Amendment”) adding the Refusal Space to lease from Lessor all of the Unencumbered Space, Premises on the terms set forth in the Advice and conditions described reflecting the changes in (a) abovethe Base Rent, the rentable square footage of the Premises, Tenant’s Share and other appropriate terms. A copy of the Refusal Space Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Refusal Space Amendment to Landlord within 10 days thereafter, but an otherwise valid exercise of the Right of First Refusal shall be fully effective whether or not the Refusal Space Amendment is executed.

Right of First Refusal. Provided that Lessee at the time Tenant exercises its rights under this Section: (i) there is not in then outstanding no Event of Default of Tenant under this Lease, Lessor grants (ii) Tenant has not assigned or subleased (or agreed to Lessee a right assign or sublease) more than fifty percent (50%) of first refusal during the rentable floor area then comprising the Premises, and, (iii) at least two Lease Years have elapsed under the Term of this Lease, then in the event that Landlord receives any written offer (an "Offer") from any third party (a "Third Party Offeror") to lease any space in the Building which may thereafter become available to lease ("Available Space"), Landlord shall furnish Tenant with respect a notice (the "ROFR Notice") offering Tenant the option to the Unencumbered Space, lease such Available Space on the following terms and conditions specified in the Offer (the a "Right of First Refusal"): (a) ). In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires Tenant elects to exercise its Right of First Refusal for with respect to any such Available Space, Tenant shall send to Landlord notice of such election together with a certified or bank check in the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt amount of one twelfth (1/12) of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms annual fixed rent rate for said Available Space (as are set forth in the Lease Proposal (with all other terms Offer) and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal said Available Space shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee shall be obligated leased to lease from Lessor all of the Unencumbered Space, Tenant on the terms and conditions described set forth in the Offer. In the event such notice and check are not sent to Landlord within five (a5) abovebusiness days after the ROFR Notice with respect to any such Available Space, or if after giving notice of election of its Right of First Refusal with respect, to any such Available Space, Tenant shall fail to perform its obligation to lease such Available Space, then Landlord may retain the deposit delivered by Tenant and may lease said Available Space to the Third Party Offerer, or any affiliate thereof, upon the terms and conditions contained in the Offer. Any person dealing with such Available Space may without further inquiry conclusively rely upon a representation in a certificate or notice of lease of the Landlord or its successors in title to said Available Space as to whether or not the provisions of this section have been satisfied.

Right of First Refusal. Provided that Lessee no Default then exists and further provided this Lease is not then in Default full force and effect, from the execution of this LeaseLease and continuing throughout the Term, Lessor grants to Lessee a Tenant shall have the right of first refusal during ("Expansion Option") as hereinafter described, to lease the remaining 25,000 square feet of space adjacent to the Leased Premises (the "Expansion Option Space") for a term beginning on the Expansion Option Commencement Date (defined below). This Expansion Option is exercisable at the following times and upon the following conditions: Landlord shall not voluntarily lease the Expansion Option Space to a third party without making such lease (a ''New Lease") or a bona fide proposal for a New Lease (the "Proposal") subject to Tenant's Expansion Option. Upon the execution of a Proposal, Landlord shall provide written notice of the Proposal to Tenant ("Landlord's ROFR Notice"). Tenant may exercise its Expansion Option, if at all, by delivering to Landlord no later than ten (10) days after delivery of Landlord's ROFR Notice, written notice ("Expansion Option Notice") of Tenant's election to include the Expansion Option Space in the Premises. If Tenant timely exercises the Expansion Option, then: (a) possession of the Expansion Option Space shall be delivered to Tenant in an "AS-IS" condition on the date set forth in Landlord's ROFR Notice, provided the mechanical systems servicing the Expansion Option Space shall be in good working order, (b) the commencement date of the Expansion Option Space shall be the date Landlord delivers possession of the Expansion Option Space to Tenant ("Expansion Option Space Commencement Date"), (c) Minimum Annual Base Rent, Real Estate Taxes, Insurance Costs and Operating Expenses for the Expansion Option Space shall commence on the Expansion Option Space Commencement Date and shall be at the per square foot rate set forth in the Proposal, (d) Tenant's Proportionate Share of shall be appropriately adjusted based on the additional square footage added to the Leased Premises, (e) Landlord shall not be required to perform any work in the Expansion Option Space, (t) the Lease Term for the Leased Premises and the Expansion Option Space shall be expire upon the later of: (i) the expiration of the Lease Term, or (ii) the expiration of the term of the lease for the Expansion Option Space as set forth in the Proposal, (g) Tenant shall be responsible for demising work and construction of all improvements in the Expansion Option Space, and (h) Tenant and Landlord shall execute an amendment to this Lease including the Expansion Option Space in the Leased Premises on the same terms as the Lease, except as set forth above (including a new workletter by which Tenant will perform the work in the Expansion Option Space). Tenant's occupancy of the Expansion Option Space prior to the Expansion Option Space Commencement Date shall be subject to all the requirements of this LeaseLease other than those requiring payment of Rent and shall be solely for purposes of performing construction in the Expansion Option Space and otherwise preparing for occupancy of the Expansion Option Space. Except as provided in the preceding paragraph, if Tenant fails or is unable to timely exercise its Expansion Option, such right shall lapse, time being of the essence with respect to the Unencumbered Space, on the following terms and conditions exercise thereof (the "Right of Refusal"): (a) In the event Lessor desires to lease any of the Unencumbered Space to it being understood that Tenant's Expansion Option is a particular third party tenant, then Lessor shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"one-time right only). If Lessee desires required pursuant to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a written notice exercising the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially the same as contained in this Lease), and Lessee shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth aboveagreement, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free of the Right of Refusal in all respects. Upon the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of Lessee. (b) Notwithstanding the foregoing, if the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of Refusal, then Lessee Landlord shall be obligated to lease from Lessor pay a prorated commission to Broker with respect to the Expansion Option Space leased by Tenant (if any) pursuant to this Article 17 and Tenant and Landlord shall each indemnify the other against all of costs, expenses, attorneys' fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the Unencumbered Spacesame by, on through, or under the terms and conditions described in indemnifying party. Tenant's rights under this Article shall terminate if: (a) above.this Lease or Tenant's right to possession of the Leased Premises is terminated, or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Leased Premises. 120 Palatine LLC, an Illinois limited liability company Lansal Inc. d/b/a Hot Mama's, a Massachusetts corporation By: /s/ B▇▇▇▇ ▇▇▇▇▇ By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇ Its: Managing Member Its: President

Right of First Refusal. Provided that Lessee is not in Default In the event Holdings or any of this Leaseits Subsidiaries (any such Person, Lessor grants a “New Borrower ”) undertakes to Lessee enter into an additional or subsequent credit facility (the “New Credit Facility”), Administrative Agent and its designees shall have a right of first refusal during the Term of this Lease, with respect (but not an obligation) to the Unencumbered Space, provide such New Credit Facility on the following same material terms and conditions (as such term is described below) as would be provided by such third parties or on terms and conditions no less favorable (as mutually agreed by Administrative Agent and the "Right of Refusal"):New Borrower) to the New Borrower than would be provided by such third-party, pursuant to the following terms: (a) In the event Lessor desires to lease any of the Unencumbered Space to a particular third party tenant, then Lessor The Borrower shall first deliver to Lessee, in writing, a lease proposal which sets forth the rental rate, escalation provisions, term, tenant improvement provisions, commencement date, and lease space description of the proposed lease, initialed by the prospective third party tenant (the "Lease Proposal"). If Lessee desires to exercise its Right of Refusal for the space covered by the Lease Proposal, then Lessee must deliver to Lessor, within five days after receipt of the Lease Proposal, a provide Administrative Agent written notice exercising (a “New Credit Facility ROFR Notice”) describing the Right of Refusal. Upon such exercise, Lessee shall automatically be obligated to lease from Lessor, beginning on such commencement date New Credit Facility and extending through the remaining Term of this Lease, the particular space covered by the Lease Proposal, upon the same terms as are set forth in the Lease Proposal (with all other terms and conditions of such lease by Lessee to be substantially thereof (collectively, the same as contained in this Lease“New Credit Facility Opportunity”), . The Administrative Agent and Lessee its designees shall thereafter promptly execute and deliver to Lessor, at Lessor's option, either an Amendment to this Lease to govern have ten (10) days from the demising of such additional space to Lessee, or a separate lease agreement to govern the demising of such additional space to Lessee. If Lessee fails to exercise its Right of Refusal as set forth above, then provided that Lessor enters into a lease agreement with the proposed third party tenant upon substantially the same terms as were set forth in the Lease Proposal, then the particular space covered by the Lease Proposal shall thereafter be forever free date of the Right Administrative Agent’s receipt of Refusal in all respects. Upon a New Credit Facility ROFR Notice to agree to provide such New Credit Facility pursuant to the leasing by Lessee of the additional space, the cost of erecting any additional privacy walls or privacy doorways, or making any changes in the security systems, shall be at the expense of LesseeNew Credit Facility Opportunity. (b) Notwithstanding If the foregoing, if Administrative Agent and its designees fail to exercise such right of first refusal within said ten (10)-day period with respect to the particular space set forth in any Lease Proposal consists of 70% or more of the original Unencumbered Space, and Lessee exercises its Right of RefusalNew Credit Facility Opportunity, then Lessee shall the New Credit Facility Opportunity may be obligated offered to lease from Lessor all of the Unencumbered Space, on the a third-party upon terms and conditions described that are substantially comparable or more favorable to (including economic terms that are substantially identical or more favorable to) the New Borrower than, the material terms and conditions as are specified in the applicable New Credit Facility ROFR Notice. Such “material terms and conditions” will include (a1) aggregate principal amount, (2) pricing (including, without limitation, interest rate; closing, commitment, structuring, arrangement or similar fees; and original issue discount) and payment terms, (3) term and/or duration, and (4) financial covenants, borrowing base or availability, material conditions to borrowing, and similar restrictions. In the event the New Credit Facility Opportunity has not been consummated within the one hundred eighty (180)-day period from the date of the applicable New Credit Facility ROFR Notice, the New Credit Facility Opportunity may not be offered by the Borrower to any third-party without again offering such New Credit Facility Opportunity to the Administrative Agent in the manner provided above. Notwithstanding the foregoing to the contrary, unless the proceeds of any such New Credit Facility Opportunity shall be used promptly to repay in full in cash all Obligations, the provisions of this Section 10.16 shall be subject to the restrictions contained in Sections 10.02 and 10.04 hereof. (c) No obligations by Holdings or any of its Subsidiaries shall exist under this Section 10.16 to provide the Administrative Agent with a right of first refusal with respect to such New Credit Facility Opportunity if the all-in cost of capital with respect to any New Credit Facility Opportunity, as determined by Borrower in good faith, is less than eight percent (8%) per annum. In addition, such right shall not apply to any indebtedness issued to the holders of the 12.00% Senior Cash Pay Notes due 2017 issued pursuant to the Indenture dated as of February 14, 2013 (the “Holdings Indenture”) between Wilmington Trust, National Association, as Trustee, and Speedy Group Holdings Corp. as the Issuer or the Senior Secured Notes in connection with a purchase of, or tender offer, exchange offer for or other extinguishment of any such existing bonds. (d) The rights under this Section 7.16 shall terminate upon the earlier to occur of (i) the termination of the Obligations and (ii) a Change of Control of the Borrower; provided that if the Obligations are terminated by a capital contribution from Borrower’s direct or indirect parent, this Section 7.16 shall terminate six (6) months after the date of such capital contribution.