Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During In the first (1st) three (3) years after event the Term Commencement Additional Premises is not delivered to Tenant by the Additional Premises Delivery Date, for so long as Tenant still leases and occupies the entire Premises, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available ROFR Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms. In the event Landlord receives a bonafide offer intends to lease from a third party tenant the Available ROFR Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. 7.1 Within five ten (510) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five ten (510) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 43.2. 7.2 If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. 7.3 If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five ten (5) business day 10)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant’s election (or deemed election) not to a third party tenantlease the Available ROFR Premises. 43.4. 7.4 Notwithstanding anything in this Section 43 Article to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of default under this Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. 7.5 Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Allowable Transfer. 7.6 If Tenant exercises the ROFR, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord’s reasonable control.

Right of First Refusal. During (a) Prior to any intended Transfer of any Restricted Securities that is otherwise permitted by the provisions of this Article V, a Restricted Stockholder shall first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal give written notice (“ROFROffer Notice”) as to any rentable premises in Company specifying (i) such Restricted Stockholder’s bona fide intention to sell or otherwise transfer such Restricted Securities, (ii) the Building for which Landlord is seeking a tenant name and address of the proposed purchaser(s) or transferee(s) and their beneficial owners (if different from the proposed purchaser(s) or transferee(s), (iii) the number of Restricted Securities the Restricted Stockholder proposes to sell (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of OfferOffered Securities”), specifying (iv) the price for which such Restricted Stockholder proposes to sell the Offered Securities, and (v) all other material terms and conditions of the proposed sale or other transfer. Notwithstanding the foregoing, if such Restricted Stockholder proposes to Transfer Restricted Securities pursuant to a proposed lease to Tenant Proposed Public Transfer, the name, address and price of the Available PremisesOffered Securities may not be applicable or available. In case of a Proposed Public Transfer under Rule 144, which the Offer Notice shall include only the information specified in items (i), (iii) and (v) above, and in the case of a demand pursuant to Section 4.1 or request for registration pursuant to Section 4.2 such Restricted Stockholder’s demand or request will constitute its Offer Notice. In the case of any Proposed Public Transfer, the purchase price for purposes of this Section 5.3 will be the same as the terms volume-weighted average closing price of the bonafide offer, except that Common Stock (or the term volume-weighted average closing price of any lease entered the amount of Common Stock into by Tenant with respect to which the Available Premises shall be coterminous with Capital Stock is convertible) over the Termthirty 30 days preceding Restricted Stockholder’s delivery of the Offer Notice. 43.1. (b) Within five (5) business days following its the applicable Reply Period after receipt of a Notice the Offer Notice, Company or its nominee(s) may elect to purchase all (but not less than all) of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises Offered Securities at the price and on the terms and conditions set forth in the Offer Notice by delivery of Offerwritten notice (“Acceptance Notice”) to such Restricted Stockholder. Within fifteen (15) days after delivery of the Acceptance Notice to such Restricted Stockholder, Company and/or its nominee(s) shall deliver a check or wire transfer (or, at the discretion of Company, such other form of consideration set forth in the Offer Notice) in the amount of the purchase price of the Offered Securities to be purchased pursuant to this Section 5.3, against delivery by such Restricted Stockholder of a certificate or certificates representing the Offered Securities (or book-entry account transfer instructions) to be purchased, duly endorsed for transfer to Company or such nominee(s), as the case may be. If Tenant fails Company and/or its nominee(s) do not elect to notify Landlord of Tenant’s election within said five (5) business day periodpurchase the Offered Securities, then Tenant such Restricted Stockholder shall be deemed entitled to have elected not sell the Offered Securities to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease purchaser(s) named in the Available Premises Offer Notice or in accordance with the Proposed Public Transfer at the price specified in the Offer Notice or at a higher price and substantially on the same terms and conditions set forth in the Notice of OfferOffer Notice, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlorda private sale or a Proposed Public Transfer under Rule 144 must be consummated within sixty (60) days from the date of the earlier of (i) expiration of the applicable Reply Period for the Offer Notice and (ii) if applicable, the Company’s consent election not to exercise its right of first refusal, and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 5.3; and provided, further, that a Proposed Public Transfer under Section 4.1 or 4.2 herein shall be conducted in accordance with the terms described in Article IV, and shall not be required for Tenant’s assignment subject to the above sixty-day limitation. (c) The right of first refusal set forth in this Section 5.3 shall terminate upon the later of (i) the expiration of the ROFR in connection with an Allowed TransferStock Restrictions Period; and (ii) such time as the Restricted Stockholders and all of their Affiliates and Associates, individually and as a group, Beneficially Own less than 4.9% of the Company’s outstanding Common Stock (including any amount of Common Stock into which any Capital Stock Beneficially Owned could, under any circumstance, be convertible).

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant Sublessee shall have a right an ongoing Right of first refusal First Refusal (“ROFR”) as to any rentable premises in on the Building for which Landlord is seeking a tenant balance of the second floor of the Premises (the “Available PremisesRefusal Space”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord Sublessee shall have the right to consummate lease the lease Refusal Space on terms identical to those in a bona fide letter of intent from a third-party which Sublessor is willing to accept (the “Offer”). Upon notification in writing by Sublessor of the Available Premises receipt of an Offer (the “Refusal Space Notice”) on the Refusal Space, Sublessee shall have seven (7) business days in which to notify Sublessor in writing of its election to lease the Refusal Space on the same terms and conditions as those contained within the Refusal Space Notice. Sublessee’s rejection of the ROFR on any portion of the Refusal Space shall not affect or inhibit Sublessee’s ROFR on any other portion of the Refusal Space or the rejected portion should that lease terminate or expire for any reason. In the event Sublessee rejects the ROFR on any portion of the Refusal Space and the terms of the Refusal Space Notice materially change, Sublessor shall be required to present such ROFR to Sublessee again under the same conditions as provided above. The terms of a proposed sublease of the Refusal Space will be deemed to be materially different from the terms of the Refusal Space Notice if the financial terms (excluding the security deposit, but including, among other things, base rent, escalations and pass throughs of operating expenses, insurance, utilities and taxes, concession packages, free rent, free parking, leasing concessions, construction costs, improvement allowances, moving and other allowances, and commissions) of such proposed sublease have been reduced by more than ten percent (10%), in the aggregate, from the terms set forth in the Notice of Offer to a third party tenantRefusal Space Notice. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During In the first (1st) three (3) years event that Landlord shall receive a Bona Fide Offer to purchase the Leased Premises at any time and from time to time on or after the date hereof and during the Term Commencement Dateof this Lease from any person or entity, Landlord shall so notify Tenant in writing, together with a true and correct copy of said Bona Fide Offer. For purposes hereof, a “Bona Fide Offer” shall be deemed to be one made in writing (including a letter of intent, memorandum of understanding or document of similar import) by a person or entity that is not related or affiliated with Landlord which Landlord intends to accept (subject to this Article). In submitting the Bona Fide Offer to Tenant, Landlord shall segregate the price and the terms of the offer for the Leased Premises from the price and other terms connected with any additional property or properties that such person or entity is offering to purchase from Landlord. Tenant may, at Tenant’s option and within fifteen (15) days after receipt of Landlord’s notice of said Bona Fide Offer and receipt of a copy thereof, offer to purchase the Leased Premises at the price and upon the terms and conditions as are contained in said Bona Fide Offer, in which event, Landlord shall sell the Leased Premises to Tenant upon said terms and conditions and said price; furthermore, in such event, Landlord shall convey the Leased Premises to Tenant by special warranty deed. Notwithstanding the foregoing, the price that Tenant shall pay for the Leased Premises shall be reduced by (i) an amount equal to broker’s fees or commissions that would have been payable by either the purchaser or Landlord if the Leased Premises were sold pursuant to a Bona Fide Offer; and (ii) the amount of any payment(s) to be made by the proposed purchaser to any entity owned or controlled by, or affiliated with, the proposed purchaser. Landlord shall provide Tenant evidence of the amount of broker’s fees or commissions payable in connection with any such Bona Fide Offer. Landlord covenants that it shall accept no such Bona Fide Offer or convey the premises until it has complied with the terms of this Article. Any conveyance of the Leased Premises made in the absence of full satisfaction of this Article shall be void. Tenant may enforce this Article, without limitation, by injunction, specific performance or other equitable relief. The failure of Tenant to exercise the right of first refusal contained herein within the aforesaid fifteen (15) day period shall be a waiver of Tenant’s right of first refusal contained in this Article 29. Tenant’s election not to exercise its right of first refusal shall not prejudice Tenant’s rights hereunder as to any further Bona Fide Offer. The terms and conditions contained in this Article shall be binding upon the heirs, successors and assigns of Landlord. It is understood by Landlord and Tenant that an offer to acquire the Leased Premises from a person or entity that is related or affiliated with Landlord is not a Bona Fide Offer and thus Tenant does not have a right of first refusal (“ROFR”) as to such offer and therefore shall not prejudice Tenant’s rights hereunder as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of further Bona Fide Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During If the first (1st) three (3) years after the Term Commencement DateLease is then in full force and effect and there is no Default hereunder, Tenant shall have a the right of first refusal to lease an additional 6,917 square feet of rentable area located on the third (“ROFR”3rd) floor identified as such on Exhibit 2 attached hereto and incorporated herein for all purposes and all of the rentable area on the tenth (10th) and thirteenth (13th) floors of the Building ("ROFR Area").Such right of first refusal shall be exercisable at the following times and upon the following conditions: (a) If Landlord receives a bona fide offer from a prospective tenant (the "Prospective Tenant") to any rentable lease premises (the "Offered Premises") in the Building for which Landlord is seeking a tenant containing all or any part of the ROFR Area (“Available Premises”). In the event Landlord receives a bonafide other than an offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that renew the term of any lease entered into by Tenant with respect to or expand the Available Premises premises demised under an existing lease, as Tenant's right of first refusal shall be coterminous with subordinate to any renewal of the Term. 43.1term of and any expansion of premises demised under an existing lease) and Landlord desires to accept such offer, then Landlord shall notify Tenant of such fact. Within Tenant shall have a period of five (5) business days following its receipt from the date of a Notice delivery of Offer, Tenant shall advise such notice to notify Landlord in writing whether Tenant elects to exercise the right granted hereby to lease the Available Premises on the terms and conditions set forth in the Notice of OfferOffered Premises. If Tenant fails to notify give any notice to Landlord of Tenant’s election within said the required five (5) business day period, then Tenant shall be deemed to have elected not refused its right to lease all or any portion of the ROFR Area. (b) If Tenant refuses its right to lease the Available Offered Premises. 43.2. If Tenant timely notifies , either by giving written notice thereof or by failing to give any notice, Landlord that Tenant elects shall thereafter have the right to lease the Available Offered Premises to the Prospective Tenant on such terms and provisions as may be acceptable to Landlord, provided such terms and provisions are not materially more favorable to the Prospective Tenant than the terms and conditions provision set forth in the Notice of Offer, then notice from Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3Tenant. If Landlord and the Prospective Tenant notifies Landlord that fail to enter into a lease, Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right of first refusal described herein with respect to consummate any subsequent bona fide offers from other prospective tenants. (c) If Tenant exercises its right to lease the Offered Premises, Landlord and Tenant shall, within thirty (30) days after Tenant delivers to Landlord notice of its election, enter into a lease agreement with respect to the Offered Premises on the same terms, covenants, and conditions as are contained in this Lease, except as follows: (i) The rentable area of the Offered Premises shall be equal to the area offered to be leased by the Prospective Tenant. (ii) The Monthly Base Rent rate to be paid for the Offered Premises shall be equal to the Monthly Base Rent offered to be paid by the Prospective Tenant, including any offered increases from time to time in such rental rate. (iii) The additional rental relating the Operating Expenses for the Offered Premises shall be equal to the additional rental relating Operating Expenses offered to be paid by the Prospective Tenant, including any offered increases from time to time in such rate. (iv) The payment of monthly installments of Monthly Base Rent with respect to the Offered Premises shall continence on the effective date of the lease of the Available Offered Premises as offered to the Prospective Tenant, or in the event no specific effective date was so offered on the date mutually acceptable to Landlord and Tenant, and rent for any partial month shall be prorated. (v) Possession of such portion of the Offered Premises shall be delivered to Tenant on the basis offered to the Prospective Tenant, subject to paragraph (vii) below. Landlord will use reasonable diligence to make the Offered Premises available to Tenant as soon after the effective date stated above as it can, Landlord shall not be liable for the failure to give possession of the Offered Premises on said date by reason of the same terms as set forth in holding over or retention of possession of any tenant, tenants, or occupants, nor shall such failure impair the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision validity of this Lease. Any attempted exercise , nor extend the term hereof, but the rent for the Offered Premises shall be abated until possession is delivered to Tenant and such abatement shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of said failure to give possession of the ROFR during a period Offered Premises to Tenant on the scheduled effective date. (vi) The term of time in which Tenant is so in Default the lease of the Offered Premises shall be void commence on the date determined pursuant to subparagraph (c)(iv) above, and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to continue thereafter until the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure periodinitial Term terminates. 43.5. Notwithstanding anything in this Lease (vii) If the term of the lease offered to the contraryProspective Tenant exceeds the remainder of the then current Term, any and all allowances and credits offered to the Prospective Tenant (including, without limitation, any leasehold improvement allowances and expenses) shall not assign or transfer be multiplied by a fraction, the ROFRnumerator of which shall be the total number of months remaining in the then current Term, either separately or and the denominator of which shall be equal to the number of months in conjunction with an the term offered to the Prospective Tenant. (d) Any assignment or transfer subletting of the Premises by Tenant’s interest in , or any termination of the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment terminate the refusal right of the ROFR in connection with an Allowed TransferTenant hereby granted.

Right of First Refusal. During (a) If this Lease shall be in full force and effect Landlord shall, at such time as Landlord receives its first counter offer to or acceptance of a lease proposal (the first “Counter Offer”) from a prospective tenant to lease any portion of the fourth floor of the Building (1st) three (3) years after the Term Commencement Date“Right of First Refusal Space”), notify Tenant of the Counter Offer. Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premisesoption, which offer is acceptable exercisable by notice to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within within five (5) business days following its after receipt of a Notice of OfferLandlord’s notice (the “Offer Notice”), Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on Right of First Refusal Space so offered (the “Offered Space”) upon such terms and conditions set forth as are contained in this Lease except that (i) the Security Deposit shall be proportionately increased and (ii) the per square foot Tenant Work Allowance for the Offered Space shall 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 Notice initial term of Offerthis Lease at the time that Monthly Rent will commence on the Offered Space and the denominator of which is the total number of months in the initial term. If Promptly after Tenant fails exercises this option (but in no event later than twenty (20) days after the Offer Notice), the parties shall enter into a supplemental agreement to notify Landlord this Lease incorporating the Offered Space as part of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. (b) If Landlord has submitted to Tenant timely notifies an Offer Notice and Tenant shall notify Landlord that Tenant elects waives its right of first refusal as to lease the Available Premises on the terms and conditions set forth such Offered Space identified in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of OfferOffer Notice, or if Tenant fails is deemed to notify Landlord of Tenant’s election have waived such right by failure to respond within the aforesaid five (5) business day period described above(collectively, a “Waiver”), then Landlord shall have a period of nine (9) months from the right date of such Waiver to consummate the a lease in respect of the Available Premises on Offered Space. If a lease for the same terms as set forth in Offered Space is not executed within the Notice nine month period aforesaid, then the rights of Offer first refusal accorded to a third party tenant. 43.4. Notwithstanding anything Tenant in this Section 43 shall be deemed revived and reinstated with respect to any subsequent desire of Landlord to lease the Offered Space subsequent to the expiration of the nine month period aforesaid. (c) Landlord shall also keep Tenant fully informed as to (i) leasing activity as to any other space within the Building, including written notice of lease proposals issued to other tenants or prospective tenants, and (ii) the progress of negotiations as to the same. (d) Notwithstanding anything herein contained to the contrary, Tenant shall not exercise have any of the ROFR during such period of time that rights contained in this Section for so long as Tenant is shall be in default under beyond the expiration of applicable grace or cure periods of any provision of the terms, conditions, covenants or provisions of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During (a) So long as the first Lease is in full force and effect, and so long as Tenant is not in default in the performance of its obligations under the Lease beyond any applicable notice, grace, or cure period at the time of exercise of the right set forth herein, if Landlord receives from a third party an acceptable bona fide offer to lease all or a portion of the remaining space located on the north side of the second floor of the Building (1st) three (3) years after the Term Commencement Date“Expansion Space”), Landlord shall notify Tenant of such availability in writing, in accordance with the notices provision of this Lease, and Tenant shall have a right of first refusal to lease the same (the “ROFRRight of First Refusal”) as ). Notwithstanding anything contained herein to the contrary, the parties acknowledge and agree that the Right of First Refusal shall be subordinate to any rentable premises existing expansion rights of Crew Carwash, Inc.’s to lease additional space in the Building Building. (b) Tenant shall exercise the Right of First Refusal, if at all, by delivering written notice thereof to Landlord within fifteen (15) business days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant, such Expansion Space shall be leased on the same terms and conditions, including but not limited to rent and length of term, as reflected in such bona fide third party offer to lease the Expansion Space. (c) In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for which the Expansion Space within thirty (30) calendar days of receipt by Landlord is seeking a tenant (“Available Premises”)of ▇▇▇▇▇▇'s notice exercising said right-of-first refusal. In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”)i) declines to exercise its right as above-provided, specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5ii) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election deliver notice thereof within the five (5) business day period described abovecalendar period, or (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Space within said thirty (30) day period, then in any of such events, Landlord shall have may lease the right Expansion Space to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a such third party tenant. 43.4. Notwithstanding anything in this Section 43 whereupon Tenant's right-of-first refusal as to the contrary, Tenant Expansion Space shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall terminate and be void and of no further force or effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During For so long as Tenant leases and personally occupies the first entire Premises (1st) three and the size of the then-current Premises is no smaller than size of the Premises as of the Execution Date), and subject to any other parties’ pre-existing rights and/or encumbrances with respect to Available ROFR Premises (3) years after the Term Commencement Dateas defined below), Tenant shall have a one-time right of first refusal (“ROFR”) as to any that certain rentable premises in the Building for which commonly known as Suite 150 (as more particularly shown on the floor plan attached hereto as Exhibit J, “Suite 150”) at such time as Landlord is seeking a tenant for such space (“Available ROFR Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms. In the event Landlord receives a bonafide offer to lease from a third party tenant the a bona fide offer to lease Available Premises, which offer ROFR Premises that Landlord is acceptable willing to Landlord in its sole and absolute discretionaccept, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five seven (57) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five such seven (57) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five seven (57) business day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same economic terms as substantially similar to those set forth in the Notice of Offer following Tenant’s election (or deemed election) not to a third party tenantlease the Available ROFR Premises. 43.4. Notwithstanding anything in this Section 43 Article to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of default under this Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; providedprovided that, however(without limiting anything in Article 29) (a) in the event of an Exempt Transfer of Tenant’s full interest in the Lease or (b) if Landlord approves (in writing) an assignment or transfer of Tenant’s full interest in the Lease from Tenant to Tenant’s Affiliate, then, in conjunction with (and not separate from) such Exempt Transfer or assignment or transfer, as applicable, and upon prior written notice to Landlord, Tenant may assign or transfer the ROFR to the transferee of such Exempt Transfer or such Tenant’s Affiliate, as applicable. If Tenant (y) provides written notice to Landlord that Landlord’s consent shall Tenant will not be required for assigning or transferring the ROFR to the transferee of such Exempt Transfer or such Tenant’s Affiliate, as applicable, or (z) does not provide written notice of the assignment or transfer of the ROFR to the transferee of such Exempt Transfer or such Tenant’s Affiliate, as applicable, prior to the effective date of such Transfer, then the ROFR shall automatically be null and void and of no further force or effect. 43.6. If Tenant exercises the ROFR, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord’s reasonable control. 43.7. Notwithstanding anything in connection with an Allowed Transferthis Lease to the contrary, the ROFR shall expire on the date that is thirty-six (36) months following the Term Commencement Date.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Landlord hereby grants Tenant shall have a right of first refusal to lease (the “ROFRRight of First Refusal”) any space in excess of 5,000 rentable square feet that is available as to any rentable premises in of the Building for which date this Lease has been fully executed or becomes available during the term of this Lease, the “Refusal Space”. If and at such time as Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from has received an expression of interest by a third party tenant in leasing the Available PremisesRefusal Space, Landlord shall notify Tenant in writing of such interest, stating the location, the rentable area, and the basic business terms under which offer Landlord proposes to lease the Refusal Space”, each a “First Refusal Notice”. Tenant shall have seven (7) days after receipt of a Refusal Notice to deliver to Landlord, in writing, its notice that it is acceptable to Landlord exercising its rights hereunder, the “Exercise Notice” on the terms set forth in its sole the First Refusal Notice. Notwithstanding the foregoing, in the event Tenant delivers an Exercise Notice, and absolute discretionTenant has at least four (4) years remaining on the term of this Lease, then notwithstanding the terms of the First Refusal Notice, Landlord shall provide written notice thereof Tenant with suite improvements comparable to those delivered to Tenant as of the Commencement Date (the “Notice e.g. similar carpet, quantities on a pro rata basis of Offer”walls, doors, hardware, lighting, electrical outlets and finishes), specifying the material terms and conditions rate of a proposed lease to Tenant of the Available Premises, which Base Rent shall be $26.00 per rentable square foot per annum, there shall be no free rent and the same as expiration date for the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises Refusal Space shall be coterminous with the Term. 43.1expiration date of this Lease. Within five In the event Tenant delivers an Exercise Notice and there is less than four (54) business days following its receipt years remaining on the term of a Notice this Lease then all of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the First Refusal Notice of Offershall be applicable on any Exercise Notice delivered by Tenant. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected does not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offerdeliver an Exercise Notice, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not be free to lease the Available Premises on Refusal Space to another party, provided, however, if Landlord fails to lease the Refusal Space within six (6) months of the delivery of the First Refusal Notice to Tenant or the economic terms and conditions set forth stated in the First Refusal Notice improve by a value of Offer, seven percent (7%) or if Tenant fails to notify Landlord more in favor of Tenant’s election within the five (5) business day period described aboveproposed tenant, then Landlord shall reoffer the Refusal Space to Tenant by sending another First Refusal Notice to Tenant stating the then-current terms. Landlord and Tenant have the right to consummate the lease of the Available Premises executed this Lease on the same terms as date and year set forth in at the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision beginning of this Lease. Any attempted exercise of the ROFR during a period of time in which 46,414 RSF ▇▇▇▇▇▇ Ranch 8, Building P ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Please Initial Tenant is so in Default shall be void and of no effect. In addition( ) Landlord ( ) ALEXANDER PROPERTIES COMPANY, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two AS LANDLORD, FIVE9, AS TENANT (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.“LEASE”)

Right of First Refusal. During the first (1st) three (3) years If, at any time after the Term Commencement Datedate of this Lease and while this Lease is in full force and effect, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease should receive from a third party tenant purchaser a written offer to purchase the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant Premises (the “Notice of "Third Party Offer”"), specifying and should Landlord desire to accept the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Third Party Offer, it shall first make a written offer (the "Tenant shall advise Landlord in writing whether Tenant elects Offer") to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within sell said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant at the price and upon the terms and conditions set forth in the Notice Third Party Offer. The Tenant Offer shall be accompanied by a copy of the Third Party Offer. 43.3. Tenant may accept the Tenant Offer by service of notice of acceptance on Landlord on or before the thirtieth (30th) day following delivery of the Tenant Offer to Tenant. If the Tenant notifies Offer is accepted, the purchase and sale shall be closed at the principal office of Landlord that Tenant elects not to lease the Available Premises on the terms and conditions date set forth in the Notice Third Party Offer or at such other place, time and date as Landlord and Tenant may agree upon, by payment of the purchase price against conveyance of the Premises free and clear of liens and encumbrances of every kind and description except as permitted by the Tenant Offer, or if . If Tenant fails to notify fully and timely accept the Tenant Offer as herein provided, Landlord of Tenant’s election within may make the five (5) business day period described above, then Landlord shall have the right to consummate the lease sale of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise prospective purchaser making the ROFR during such period of time that Tenant is Third Party Offer in default under any provision of this Lease. Any attempted exercise of accordance with the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretionterms thereof; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment if Landlord fails to consummate the sale of the ROFR Premises on exactly the same terms and conditions as are set forth in connection with an Allowed Transferthe Third Party Offer, the Premises shall again be subject to Tenant's right of first refusal. Tenant's right of first refusal as set forth in this Article XXI shall be a continuing right and shall survive each sale of the Premises during the term hereof (as it may be extended as provided herein).

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a continuing right of first refusal (“ROFR”) as to any rentable premises in on the first and third floors of the Building for which Landlord is seeking a tenant (“Available Premises”)) from time to time during the Term and extensions thereof. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant for the same premises, the affected space shall not be deemed to be Available Premises. In addition, space that has not been rented since the completion of the Building shall be Available Premises. In the event Landlord makes to a third party, or receives from a bonafide third party, a offer to lease from a third party tenant the Available Premises, which offer Premises that Landlord is acceptable willing to Landlord in its sole and absolute discretionaccept, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. 43.1 Within five ten (510) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the such Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five ten (510) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. 43.2 If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. 43.3 If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five ten (5) business day 10)-day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as are in the Notice of Offer, or on terms that, in Landlord’s reasonable, good faith judgment, are more favorable to Landlord or on other terms than are set forth in the Notice of Offer (provided that each of (a) the size of any prospective subject space to a third party tenantbe let, (b) the aggregate economic value based on the discounted present value (to be calculated with an eight percent (8%) annual interest factor) of the net rent and other amounts to be paid by the tenant and the Landlord over the term of the lease of such space and the amount of the tenant improvement allowance, and (c) the length of the term of such prospective lease does not vary by more than seven and one-half percent (7.5%) from those set forth in the Notice of Offer), within one hundred twenty (120) days following Tenant’s election (or deemed election) not to lease the Available Premises. If Landlord does not lease the Available Premises within said one hundred twenty (120)-day period, then Tenant’s ROFR shall be fully reinstated with respect to the specific Available Premises, and Landlord shall not thereafter lease the Available Premises without first complying with the procedures set forth in this Article 43. 43.4. 43.4 Notwithstanding anything in this Section Article 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default beyond applicable notice and cure periods under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default been in default (beyond applicable notice and cure periods) two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. 43.5 Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; providedprovided that this ROFR shall be exercisable by Tenant’s Affiliate to which this Lease has been assigned in accordance with the terms hereof. 43.6 If Tenant exercises the ROFR, howeverLandlord does not guarantee that the Available Premises will be available on the anticipated commencement date for the lease thereof if the then-existing occupants of the Additional Space shall hold over, that or for any other reason beyond Landlord’s consent shall not be required for Tenant’s assignment reasonable control. 43.7 Notwithstanding anything in this Lease to the contrary, if the Available Premises consists of all or any portion of the first (1St) floor, Tenant at its sole discretion may elect to exercise this ROFR with respect to all of such space on the first (1st) floor or with respect to only such portion thereof as Tenant may elect (so long as the portion of the first (1st) floor that Tenant does not elect to lease is, in connection with an Allowed TransferLandlord’s reasonable judgment, reasonably marketable).

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises Suite 210 located in the Building (as more particularly described on Exhibit D hereto, “Available ROFR Premises”) in the event that such Available ROFR Premises becomes available for which lease and Landlord is seeking a new tenant (“for such Available ROFR Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, or enters into a new lease with such then-existing tenant or subtenant, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord receives a bonafide offer desires to lease from Available ROFR Premises to a third third-party tenant the Available Premises, which offer is acceptable to Landlord in its sole upon terms and absolute discretionconditions offered or accepted by such third-party tenant, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a such proposed lease (including, without limitation, any additional space Landlord desires to Tenant of lease with the Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term). 43.1. Within five seven (57) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available Premises space described in the Notice of Offer on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five such seven (57) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease all (not just a portion) of the Available Premises space described in the Notice of Offer on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises such space to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises space described in the Notice of Offer on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five seven (5) business day 7)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises to any other party on the same any terms as set forth in the Notice of Offer to a third party tenantand conditions that Landlord desires. 43.4. Notwithstanding anything in this Section 43 Article to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of default under this Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided. 43.6. If Tenant exercises the ROFR, however, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord’s consent shall not be required for Tenant’s assignment of reasonable control. 43.7. Notwithstanding anything in this Lease to the contrary, the ROFR in connection with an Allowed Transfershall expire on the Option Date.

Right of First Refusal. During A. Providing the first (1st) three (3) years after Tenant has not committed an uncured Event of Default, the Term Commencement Date, Landlord hereby grants to the Tenant shall have a right of first refusal (“ROFR”) as to lease any rentable premises remaining space in the Building. When the Landlord has received a bona fide written proposal signed by a third party to lease any space in the Building for acceptable to the Landlord, the Landlord shall first send a Notice to the Tenant including a copy of the proposal, which shall include but not limited to, the location in the Building of the offered space (herein FIRST REFUSAL PREMISES), its rentable square feet, the rental, the term, tenant improvement allowances and rent allowances if any, the commencement and termination dates, rights to expansion space, renewal options, and any other special terms or conditions the Landlord is seeking a tenant deems pertinent. This Notice and copy of the proposal shall hereinafter be referred to as FIRST REFUSAL NOTICE. The Tenant shall have fifteen (“Available Premises”)15) days thereafter to elect, in writing, to agree to lease the First Refusal Premises upon the provisions set forth in the First Refusal Notice. In the event Landlord receives a bonafide offer the Tenant fails to lease from a third party tenant exercise its rights hereunder by notifying the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five fifteen (515) business day period described above, then the Landlord shall have the right to consummate enter into a lease with the said thirty party described in the First Refusal Notice but only upon substantially the same economic terms set forth therein. If the Landlord substantially and materially changes or alters the economic terms of the lease to the third party, the Landlord shall give the Tenant a new First Refusal Notice, and the Tenant shall again have the same rights as provided for above. B. In the event the Tenant exercises its right of the first refusal provided in this Article XXI, the Landlord shall thereupon prepare a lease amendment to this Lease based upon the terms of said First Refusal Notice. If the Landlord and the Tenant, both acting reasonably and fairly, cannot agree upon the terminology of the said amendment within thirty (30) days after the delivery to the Tenant of the initial draft of the amendment, then the Landlord may elect, upon written Notice to the Tenant, to terminate this right of first refusal as to that particular First Refusal Premises and lease the First Refusal Premises to the third party upon the same economic terms and provisions as in the First Refusal Notice. C. The Tenant's refusal or failure to exercise its rights under this Article XXI as to a particular set of terms for a particular First Refusal Premises, or the inability of the Tenant to agree on the terminology of a lease agreement, shall not terminate this right of first refusal as to any other spaces or the same space being offered for lease thereafter. D. After the exercise of the rights provided in this Article XXI, and the entry by both parties into a lease agreement for the lease of the Available Premises on First Refusal Premises, the same terms term Leased Premises, as set forth applied in this Lease, shall also apply to the First Refusal Premises. E. This Right of First Refusal shall not apply to any space in the Notice Building being leased by Motorola, Inc. and/or any of Offer to a third party tenantits subsidiaries or affiliates. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During In addition to the first (1st) three (3) years after Option to Purchase granted to Tenant in Section 18.01 above, Landlord does further agree that if at any time during the Term Commencement Dateterm of this Lease, provided Tenant is not in default hereunder, or any renewal term, Landlord shall receive any bona fide offer acceptable to Landlord for the sale of the Premises leased herein, Landlord, prior to acceptance thereof will give Tenant, with respect to each said offer, written notice thereof and a copy of said offer. In the event Tenant receives said notice, Tenant shall have a the option and first refusal for fifteen (15) days after receipt of such notice within which to elect to purchase the Premises on the terms of said offer. If Tenant shall elect to purchase the Premises pursuant to this right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premisesgranted herein, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord it shall provide Landlord with written notice thereof to Tenant of such election within the said fifteen (15) day period, and upon such notice having been given, the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which transaction shall be the same as closed on the terms of the bonafide offer, offer except that the term of any lease entered into by Tenant with respect to the Available Premises such closing shall be coterminous with at least sixty (60) days after the Term. 43.1date of Tenant's notice to Landlord. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects continue to lease pay the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior rentals specified herein up to the date on which Tenant seeks fee title to the property vests in Tenant. Tenant's right of first refusal set forth above shall be a continuing right during the existence of this Lease. Tenant's failure at any time to exercise the ROFR, whether or its right of first refusal shall not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in affect this Lease to and the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer continuation of Tenant’s interest in the 's right and options under this Lease, without Landlord’s prior written consent, except for the Purchase Option and the right of first refusal which consent Landlord may withhold in its sole shall both thereafter be null and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfervoid.

Right of First Refusal. During If Nucryst receives from a competitor of S&N in the first (1st) three (3) years after the Term Commencement Date, Tenant shall have wound care market a right of first refusal bona fide offer (“ROFRQualifying Offer”) as to any rentable premises in purchase the Building for which Landlord is seeking a tenant (“Available Premises”). In Technology Assets and Nucryst desires to accept the event Landlord receives a bonafide offer to lease from a third party tenant the Available PremisesQualifying Offer, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord Nucryst shall provide give written notice thereof to Tenant (the “First Refusal Transfer Notice”) to S&N of that desire. The First Refusal Transfer Notice of Offershall describe the Technology Assets and the proposed price (“Offered Purchase Price”), specifying ) for the material terms and conditions of a proposed lease to Tenant sale of the Available Premises, which shall be Technology Assets and the same as the proposed terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5“Offered Purchase Terms”) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms for such sale as set forth in the Qualifying Offer. Nucryst shall not be obligated to provide to S&N a copy of the Qualifying Offer or disclose the name of the competitor of S&N that made the Qualifying Offer. S&N shall have the option (the “Purchase Option”) to purchase all of the Technology Assets for the Offered Purchase Price and on the Offered Purchase Terms. The Purchase Option shall be and remain irrevocable for a period (the “First Refusal Transfer Period”) ending on the earlier of (i) 11:59 p.m. Calgary time on the [***] following the date the First Refusal Transfer Notice is given by Nucryst to S&N; and (ii) 11:59 p.m. Calgary time on the business day prior to the day the Qualifying Offer expires pursuant to its terms. S&N may elect to exercise the Purchase Option by giving written notice of its election to Nucryst, which exercise shall be maintained in confidence by Nucryst. If S&N elects to exercise the Purchase Option, S&N’s notice of election shall fix a closing date (the “First Refusal Transfer Closing Date”) for the purchase of the Technology Assets, which shall not be later than the business day prior to the expiry of the Qualifying Offer. The Offered Purchase Price shall be paid in cash by S&N on the First Refusal Transfer Closing Date. If S&N does not exercise the Purchase Option or if the Purchase Option is exercised but the transition does not close by the expiry of the First Refusal Transfer Period for any reason other than the default of Nucryst, Nucryst shall be permitted to accept the Qualifying Offer or another offer on substantially similar or better terms at any time during the period ending [***] (the “First Refusal Free Transfer Period”) after the expiry of the First Refusal Transfer Period. If Nucryst does not transfer the Technology Assets pursuant to the Qualifying Offer or another offer on substantially similar or better terms within a First Refusal Free Transfer Period, Nucryst’s right to transfer the Technology Assets pursuant to this Section 13.7 shall cease and terminate. Any transfer of the Technology Assets made after the last day of the First Refusal Free Transfer Period without strict compliance with the terms, provisions and conditions of this Section 13.7 and the other terms, provisions and conditions of this Agreement, shall be null, void and of no force or effect. Any assignment of this Agreement to a third party tenant. 43.4. Notwithstanding anything in as part of the transfer of the Technology Assets pursuant to this Section 43 to 13.7, whether as a result of S&N not exercising the contrary, Tenant shall Purchase Option or as a result of S&N exercising the Purchase Option but the transaction not exercise closing by the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise expiry of the ROFR during a period First Refusal Transfer Period for any reason other than the default of time in which Tenant is so in Default Nucryst, shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with considered an assignment or transfer to a permitted assignee for purposes of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed TransferSection 13.5.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right two (2) separate rights of first refusal (each a “ROFR”) ), the first of which is as to any rentable premises in that certain space in the Building commonly known as Suite 217B (as depicted in Exhibit B attached hereto) and the second of which is as to any rentable premises in that certain space in the Building commonly known as Suite 214A (as depicted in Exhibit B attached hereto), in each case for which Landlord is seeking a tenant (each an “Available ROFR Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which the Amended Lease expires or is terminated pursuant to its terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, or enters into a new lease with such then-existing tenant or subtenant, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord receives a bonafide offer intends to lease from a third party tenant the an Available ROFR Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the applicable Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.17.1. Within five ten (510) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the applicable Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five such ten (510) business day period, then Tenant shall be deemed to have elected not to lease the applicable Available ROFR Premises. 43.27.2. If Tenant timely notifies Landlord that Tenant elects to lease the applicable Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the applicable Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer, except that Base Rent for the applicable Available ROFR Premises shall be at the then-current Base Rent rate for the Premises (other than the Storage Premises). 43.37.3. If Tenant notifies Landlord that Tenant elects not to lease the applicable Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five ten (510) business day period described above, then Landlord shall have the right to consummate the lease of the applicable Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant’s election (or deemed election) not to a third party tenantlease the applicable Available ROFR Premises. 43.47.4. Notwithstanding anything in this Section 43 Article to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this the Amended Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of default under the Amended Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.57.5. Notwithstanding anything in this the Amended Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Amended Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided. 7.6. If Tenant exercises the ROFR, however, Landlord does not guarantee that the applicable Available ROFR Premises will be available on the anticipated commencement date for the Amended Lease as to such Premises due to a holdover by the then-existing occupants of the applicable Available ROFR Premises or for any other reason beyond Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferreasonable control.

Right of First Refusal. During At all times during the first (1st) three (3) years after the Term Commencement DateTerm, Tenant shall have a right of first refusal to purchase the Leased Premises on the following terms and conditions: (“ROFR”a) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide third party offer to lease from a purchase the Leased Premises and Landlord is willing to accept the offer on the terms and conditions contained therein, it shall, in turn, submit such offer to Tenant in writing prior to accepting such offer. Provided Tenant is not then in default under the Lease, Tenant shall have three (3) business days to elect to purchase the Leased Premises upon the same terms and conditions as stated in the third party tenant offer. In the Available event Tenant desires to exercise its first right to purchase the Leased Premises, which offer is acceptable it shall do so by delivering written notice to Landlord of such intention within such three (3) business day period. In the event that the terms and conditions in its sole and absolute discretionsuch offer change, Landlord shall provide written notice thereof resubmit such offer to Tenant Tenant, who shall then have an additional three (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (53) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease exercise this right to purchase the Available Leased Premises on upon the new terms and conditions set forth in the Notice of Offerrevised offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease In the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that event Tenant elects not to lease exercise its first right to purchase the Available Leased Premises, Landlord shall be free to proceed with the sale of the Leased Premises on to the terms third party offeree. (b) Title to the Leased Premises shall be conveyed to Tenant by general warranty deed warranting that fee simple indefeasible title to the Leased Premises is good and conditions marketable and free and clear of all liens and encumbrances except (i) taxes and assessments, both general and special, that are a lien but are not then due and payable, (ii) zoning ordinances, if any, (iii) reasonable easements, covenants and restrictions of record as may be approved in writing by Tenant. In addition, Landlord shall at its sole cost and expense, deliver to Tenant as of the date of transfer of title an ALTA Owner's Fee Policy of Title Insurance (the "Title Policy") in the amount of the purchase price and issued by a title company specified by Tenant (the "Title Company") insuring fee simple indefeasible and marketable title to be vested in Tenant subject only to the matters set forth in items (i) through (iii) of this subparagraph (b). (c) If the Notice right of Offerfirst refusal is so exercised, or if Tenant fails all funds and documents necessary to notify Landlord convey title to the Leased Premises shall be deposited in escrow with the Title Company within ninety (90) days of receipt of Tenant’s election within 's written notice of its desire to exercise such right (the five (5) business day period described "Closing Date"). On the condition that the Title Company can and will issue the Title Policy as specified above, then the Title Company shall complete the transaction on the Closing Date upon receipt of all funds and documents. If a defect in title appears which is not permitted hereunder, Landlord shall have sixty (60) days after actual notice of such defect to cause such defect to be removed. If the defect is not removed, Tenant shall have the right, at its option, to revoke the exercise of its right of first refusal, whereupon all funds and documents deposited in escrow shall be returned to the depositing party, all escrow fees and other charges incurred in anticipation of transfer of title to Tenant shall be paid or satisfied by Landlord, and this Lease shall continue in accordance with its terms, including the right of first refusal, which may be thereafter re- exercised in anticipation of the defect in title being removed. Notwithstanding anything herein to the contrary, Landlord shall have the right unconditional obligation (without necessity of notice from Tenant) to consummate cause to be released of record any mortgage or other lien for the lease payment of money affecting the Leased Premises. (d) The Title Company shall charge Landlord and pay out of escrow the cost of the Available Premises on owner's title insurance policy, any and all costs to cure title defects and one-half of the same terms as set forth escrow fee. The Title Company shall charge Tenant the fee for filing the deed and any mortgage for record, the remaining one-half of the escrow fee, the cost of any lender's title insurance policy and the fees relating to any endorsements requested by Tenant and/or any lender of Tenant. Conveyance tax and transfer fees, if any, shall be borne by the party specified in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything applicable statute or ordinance or, in this Section 43 to the contraryevent the applicable statute or ordinance is silent, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default tax and/or fees shall be void and of no effect. In addition, Tenant shall not be entitled to exercise borne equally by the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure periodparties. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During Provided that (i) the first Conditions Precedent described in Section 2.5 (1stexcluding, however, the condition set forth in subsection (v) three thereof) hereof have been satisfied in their entirety, and (3ii) years after Landlord does not wish to use the Term Commencement DateExpansion Space (as defined below) for Landlord’s own purposes, Tenant shall have a right of first refusal (“ROFR”) as to for all or any portion of the approximately 26,156 rentable premises in square foot portion of the first floor of the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant shown on Schedule 5 hereof (the “Notice of OfferExpansion Space”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as ) on the terms of this Section 22.32. If Landlord shall have reached agreement in an arm’s-length negotiation with a bona fide third party on the bonafide offerterms on which Landlord would lease all or any portion of the Expansion Space to such third party, except that the term of any lease entered into by then Landlord shall promptly provide Tenant with respect written notice (the “Offer Notice”) offering to lease that portion of the Available Premises Expansion Space at issue to Tenant on such terms. Tenant shall be coterminous with the Term. 43.1. Within have a period of five (5) business days following its receipt from the date of a the Offer Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects which to accept Landlord’s offer to lease that portion of the Available Premises Expansion Space at issue from Landlord on all of the terms and conditions set forth in of the Offer Notice of Offer. If Tenant fails to notify by providing Landlord of Tenant’s election with written notice thereof (the “Acceptance Notice”) within said such five (5) 5)- business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offerdelivers an Acceptance Notice, then Landlord shall promptly prepare an amendment to this Lease memorializing the terms of Landlord’s leasing of that portion of the Expansion Space at issue to Tenant and, upon full execution thereof, Landlord shall lease the Available Premises portion of the Expansion Space at issue to Tenant, and Tenant upon shall lease the same from Landlord, on all of the terms and conditions set forth in of this Lease (provided that the Notice Security Deposit shall be increased by Five Hundred Thousand Dollars ($500,000) (or a pro rata portion of Offer. 43.3Five Hundred Thousand Dollars ($500,000) based on the ratio of the amount of the Expansion Space leased by Tenant pursuant to this Section 22.32 to the aggregate size of the Expansion Space), as amended by the terms of such amendment. If Tenant notifies Landlord that Tenant elects not shall fail to lease the Available Premises on the terms and conditions set forth in the Notice execute such amendment within ten (10) business days of Offerreceipt thereof, or if Tenant fails shall fail to notify timely deliver an Acceptance Notice to Landlord as provided for herein, then Tenant’s rights to the particular Expansion Space at issue shall be deemed waived, and Landlord shall be free to lease that portion of the Expansion Space at issue to third parties or use such Expansion Space for Landlord’s own purposes. Tenant’s Right of First Refusal shall be continuous during the Term of this Lease and any extension thereof. Tenant’s rejection of any particular offer of Expansion Space shall not relieve Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right its obligation to consummate the lease again offer all or any portion of the Available Premises on Expansion Space to Tenant at any time that that portion of the same terms as set forth in the Notice of Offer Expansion Space at issue, or any new Expansion Space, subsequently becomes subject to another agreement to lease such space to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to party, the contrary, parties hereto acknowledging and agreeing that Tenant shall not exercise the ROFR during have no rights hereunder if Landlord instead decides to use such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without space for Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferown use.

Right of First Refusal. During Provided this Lease is then in full force and effect and Tenant is in full compliance with the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed this Lease, and there is no sublease of in excess of fifty percent (50%) of the rentable square feet within the Premises, Landlord hereby grants Tenant the right to lease any portion of the 5th floor of the Building not leased to Tenant of under Special Stipulation 1 above, in accordance with the Available Premiseswithin terms and conditions. If the Expansion Space has been offered to and not leased by Tenant, which then at any time after the space is initially leased to a third party, if Landlord receives an offer from an unaffiliated third party to lease the Expansion Space, upon terms and conditions and at a rental rate acceptable to Landlord, Landlord shall be the same as notify Tenant thereof in writing setting forth the terms and conditions of the bonafide such offer, except that and offering to lease the term of any lease entered into by Expansion Space to Tenant with respect to upon the Available Premises financial terms contained in the third party offer. Tenant shall be coterminous with the Term. 43.1. Within have five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offeraccept or reject such offer. If Tenant rejects such offer or fails to notify Landlord of Tenant’s election respond within said five (5) business day period, then Tenant Landlord shall be deemed entitled to have elected rent said space to such third party on such terms and conditions not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on materially more favorable than the terms and conditions set forth in the Notice of Offeroffered to Tenant. If Tenant accepts said offer, then Landlord Tenant shall lease the Available Premises to Tenant have leased such space upon the financial terms contained in said offer, and upon the other terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction and for a term co-terminus with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consentexcept that the space shall be leased "as is, which consent Landlord may withhold in its sole and absolute discretion; providedwhere is". The Rent for said Expansion Space shall commence on the earlier to occur of (i) ninety (90) days after Tenant accepts such offer for such Expansion Space, however, that Landlord’s consent shall not be required for Tenant’s assignment of or (ii) on the ROFR in connection with an Allowed Transferdate Tenant occupies said Expansion Space.

Right of First Refusal. During (a) Subject to the terms of this Paragraph 37, during the first twenty-four (1st24) three (3) years after months of the Term Commencement Date(the “ROFR Period”), Landlord grants Tenant shall have a the right of first refusal (“ROFR”) as to any lease that portion of the subterranean floor of Building, containing approximately 8,000 rentable premises in square feet, located on the south side of the Building for which Landlord is seeking a tenant along 9”‘ Street (the “Available PremisesCovered Space”). In Tenant acknowledges that Landlord will market the event Landlord receives a bonafide offer Covered Space for lease to third parties during the ROFR Period and that Tenant’s sole right to lease from the Covered Space under this Paragraph arises if Landlord accepts or enters into a third party tenant letter of intent to lease all or any portion of the Available Premises, which offer is acceptable to Covered Space (a “Qualifying Letter of Intent”). If Landlord in its sole and absolute discretionenters into or accepts a Qualifying Letter of Intent during the ROFR Period, Landlord shall provide written notice thereof to Tenant thereof, Landlord agrees to give written notice to Tenant of Landlord’s intent to lease the Covered Space (the “Notice of OfferOffer Notice”), specifying . Tenant shall have seven (7) business days from delivery of the material Offer Notice to exercise the right granted Tenant hereunder to lease the Covered Space on all of the terms and conditions of a proposed this Lease, except as provided in this Paragraph 37 (the “Acceptance Notice”). (b) If Tenant does not timely deliver an Acceptance Notice, Tenant’s right to lease to Tenant all or any portion of the Available PremisesCovered Space under this Paragraph 37 shall lapse and be of no further force and effect, which shall be notwithstanding any future availability of such space for lease by Landlord, and Landlord may lease the same as Covered Space or any portion thereof to any other person. If Tenant timely gives Landlord an Acceptance Notice, Landlord will prepare an amendment to this Lease adding the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect Covered Space to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five this Paragraph 37 (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises and otherwise on the terms and conditions set forth of this Lease). The failure of Tenant to execute the Amendment within seven (7) business days of presentation thereof by Landlord to Tenant, subject to minor clarifications and corrections not inconsistent with this Paragraph 37, shall result in a rescission of the Notice of Offer, then Landlord shall offer to lease the Available Covered Space, and Landlord may proceed to lease the Covered Space as if Tenant has not timely delivered an Acceptance Notice. (c) If Tenant timely exercises its rights under this Paragraph 37, the Covered Space will be added to the Premises to Tenant upon on all of the terms and conditions set forth in of this Lease, but at a base rent of $3.75 per rentable square foot, per month. Landlord will build out and improve the Notice Covered Space with the same level of Offerimprovements as the Premises, at Landlord’s cost, based a standard office space configuration of the Covered Space. 43.3. If (d) The foregoing right of first refusal contained in this Paragraph 37 is personal to the named Tenant notifies under this Lease and any Permitted Transferee and shall not inure to the benefit of any assignee or subtenant of the named Tenant except for any Permitted Transferee hereunder of any person, and Tenant shall have no right to exercise the foregoing right of first refusal if at the time Landlord that is required to give Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice an Offer Notice, an Event of Offer, Default shall then exist under this Lease or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described aboveor any Permitted Transferee does not occupy for its own use, then Landlord shall have the right to consummate the lease more than 50% of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenantentire Premises. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a an ongoing right of first refusal (“11055 ROFR”) as to any rentable premises in the 11055 Building for which Landlord is seeking a tenant (“Available 11055 ROFR Premises”). In the event Landlord receives a bonafide offer intends to lease from 11055 ROFR Premises to a bona fide third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretionparty, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material agreed upon economic terms and conditions of a the proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant (with respect to the Available Premises shall be coterminous 11055 ROFR Premises) with the Termsuch bona fide third party. 43.18.1. Within five seven (57) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available 11055 ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five such seven (57) business day period, then Tenant shall be deemed to have elected not to lease the Available 11055 ROFR Premises. 43.28.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available 11055 ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available 11055 ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.38.3. If Tenant notifies Landlord that Tenant elects not to lease the Available 11055 ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five seven (5) business day 7)-day period described above, then Landlord shall have the right to consummate the lease of the Available 11055 ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant’s election (or deemed election) not to a third party tenantlease the 11055 ROFR Premises. 43.48.4. Notwithstanding anything in this Section 43 Article to the contrary, Tenant shall not exercise the 11055 ROFR during such period of time that Tenant is in monetary or material non-monetary default under any provision of this Leasethe Lease beyond any applicable notice and cure period. Any attempted exercise of the 11055 ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the 11055 ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of default under the Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the 11055 ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.58.5. Notwithstanding anything in this the Lease to the contrary, Tenant shall not assign or transfer the 11055 ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the LeaseLease (except in connection with an assignment of the Lease to a successor to Tenant by merger, acquisition or transfer to an affiliate (“affiliate” for this purpose shall mean an entity which as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant) to which Landlord has consented), without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided. 8.6. If Tenant exercises the 11055 ROFR, however, Landlord does not guarantee that the 11055 ROFR Premises will be available on the anticipated commencement date for the Lease as to such 11055 ROFR Premises due to a holdover by the then-existing occupants of the 11055 ROFR Premises or for any other reason beyond Landlord’s consent shall not be required for reasonable control. 8.7. Notwithstanding anything to the contrary, Tenant’s assignment rights under this Section 8 are subject and subordinate to any rights of renewal, extension, offer, refusal or any other rights of any other tenant at the Center as of the ROFR in connection with an Allowed Transferdate of this Amendment.

Right of First Refusal. During 27.1 Subject to other tenants’ rights in existence on the first (1st) three (3) years after the Term Commencement Datedate of this Lease and provided this Lease is then in full force and effect and there is not then in existence an Event of Default by Tenant which has not been cured within any applicable cure period and that Tenant’s interest in this Lease has not been assigned other than to an Affiliate of Tenant, Tenant shall have a the right of first refusal (“ROFRRight of First Refusal”) as hereinafter described, to lease any rentable premises other space in the Building for which that Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer desires to lease from to a third party tenant (“Right of First Refusal Space”) exercisable at the Available Premises, which offer is acceptable following times and upon the following conditions: 27.2 Landlord shall not voluntarily lease all or any portion of the Right of First Refusal Space to Landlord in its sole and absolute discretiona third party without making such lease (a “New Lease”) subject to Tenant’s Right of First Refusal. Upon the receipt of a bona fide proposal for a New Lease, Landlord shall provide written notice thereof to Tenant (“Landlord’s ROFR Notice”) of the significant business terms of the bona fide proposal including, without limitation, a description of that portion of the Right of First Refusal Space being offered (“Landlord’s ROFR Notice of OfferSpace”), specifying the material terms rent, the commencement date, and conditions any allowances to be given. Tenant shall have a period of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt after the date of a delivery of Landlord’s ROFR Notice of Offerto notify Landlord (“Tenant’s ROFR Notice”), Tenant shall advise Landlord in writing whether Tenant elects to exercise the right granted hereby to lease the Available Premises entire Landlord’s ROFR Notice Space on the terms and conditions set forth in Landlord’s ROFR Notice. If Tenant elects to exercise its right to lease the Landlord’s ROFR Notice Space, the term thereof shall commence as of the commencement date set forth in the Notice of Offerbona fide proposal. If Tenant fails to notify Landlord of give Tenant’s election ROFR Notice to Landlord within said the required five (5) business day period, then Tenant shall be deemed to have elected not refused its right to lease such space. Notwithstanding the foregoing, in the event that Landlord is required to send Tenant a Landlord’s ROFR Notice during the first eighteen (18) months of the Term of the Lease, then Landlord’s ROFR Notice shall offer to lease the Available PremisesRight of First Refusal Space on the terms contained in this Lease rather than the terms of any bona fide proposal, provided that the Improvements Allowance shall be reduced by prorating the Improvements Allowance from the Lease Commencement Date to the date of the Landlord’s ROFR Notice. 43.2. 27.3 If Tenant timely notifies Landlord that Tenant elects fails to or does not elect to exercise its right to lease the Available Premises on the terms and conditions set forth in the Landlord’s ROFR Notice of OfferSpace, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then rights under this Article shall be deemed waived as to such space and Landlord shall have the right to consummate lease said space to the lease tenant named in the bona fide proposal on terms not materially more favorable than the terms contained in the Landlord’s ROFR Notice, if applicable. However, if the Landlord fails to execute a New Lease with the subject tenant named within six (6) months of Tenant’s waiver or refusal, then Tenant shall retain the Right of First Refusal. Subject to the foregoing provisions, the parties intend that this Right of First Refusal shall be a continuing right throughout the Term. 27.4 In the event that Tenant shall exercise its Right of First Refusal as provided herein, Landlord and Tenant within sixty (60) business days after Tenant gives Tenant’s ROFR Notice, shall enter into a written agreement modifying and supplementing this Lease to confirm the addition of the Available Premises on the same terms as set forth in the Landlord’s ROFR Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 Space to the contrary, Tenant shall not exercise Premises in accordance with the ROFR during such period of time that Tenant is in default under any provision terms and provisions of this Lease. Any attempted exercise , except as otherwise provided in Landlord’s ROFR Notice, but the effectiveness of the addition of Landlord’s ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant Notice Space to the Premises shall not be entitled to exercise conditioned upon the ROFR if execution and delivery of such instrument. If Tenant has committed a Default two (2) or more times during exercises its Right of First Refusal, Landlord shall terminate the twelve (12) month period prior to bona fide proposal for the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed TransferNotice Space.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide that Bravo seeks to offer to lease any Person the opportunity to provide system integration services or to develop application software for the Bravo System and/or Bravo Software ("Requested Services"), Bravo shall first offer PIQ the right to provide the Requested Services on the following terms; provided, however, that Bravo, in its sole discretion, may decide to offer or not to offer such Requested Services to PIQ in the event PIQ is unable to provide Requested Services of a quality generally comparable to that obtained from a third party tenant the Available PremisesPerson. (a) Bravo shall deliver a notice to PIQ setting forth, which offer is acceptable to Landlord in its sole and absolute discretionreasonable detail, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the all material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect relating to the Available Premises shall be coterminous with the Term. 43.1proposed Requested Services (each such notice, an "Offer"). Within five (5) business days following its when the Requested Services relate to a jointly marketed field, or within thirty (30) business days when such Requested Services do not relate to a jointly marketed field after receipt of a Notice of the Offer, Tenant PIQ shall advise Landlord provide Bravo with either (i) a rejection of the Offer or (ii) a written estimate of the fees payable and other terms and conditions relating to the provision of the Requested Services as set forth in writing whether Tenant elects the Offer. If Bravo accepts PIQ's estimate and proposed terms and conditions, the parties shall enter into appropriate definitive written agreements with respect to lease such arrangement as soon as reasonably practicable. (b) If (i) PIQ rejects the Available Premises on Offer, (ii) PIQ fails to reject the Offer or to provide a written estimate within the applicable five-day or thirty-day period or (iii) the parties fail to enter into definitive agreement(s) as required by Section 1.4(a) above, then Bravo may enter into arrangements with a third Person to obtain the Requested Services set forth in the relevant Offer, so long as the terms and conditions of such arrangement (the "Third Party Transaction Terms") are no less favorable (considered in their entirety) to Bravo than those that Bravo would have been able to obtain in an arrangement with PIQ (as determined by reference to the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five Offer and PIQ's written estimate) (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises"PIQ Transaction Terms"). 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after Term, provided the Term Commencement DateTenant is Kinduct Technologies Inc. and is not in default, Tenant shall have a right and has not been in substantial or repetitive default under this lease, is itself in occupancy of first refusal (“ROFR”) as the whole Premises, and subject to any rentable premises existing rights of other tenants in the Building for Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is seeking a tenant (“Available Premises”). In prepared to accept with respect to any premises located on the event Landlord receives a bonafide offer to lease from a third party tenant 16th and 17th floors of the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant Building (the “Notice of OfferAvailable Space”), specifying the material Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of a proposed lease to Tenant of the Available Premises, which said third party offer (the “ROFR”). The tenant shall be have the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall after receiving the Landlord’s written notice to advise the Landlord in writing whether Tenant elects that it wishes to lease the Available Premises Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on the such terms and conditions (exactly as set forth out in the Notice third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of Offerthe foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. If Tenant fails The ROFR granted to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant the tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the be a personal right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled assignable or transferable by the Tenant nor shall it pass to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether devolve upon any assignee or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in transferee of this Lease to the contrary, Tenant shall not assign lease or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferrights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.

Right of First Refusal. During Provided Tenant has fully and timely performed all of its obligations hereunder, the first time Landlord receives an offer from a third party that Landlord is willing to accept for a lease of space (1stand not just a portion thereof) three which becomes available for lease in Buildings A, B, C, or D in the Project (3) years after the Term Commencement Date"Refusal Space"), Tenant shall have a the first right to obtain the Refusal Space on the terms of first refusal (“ROFR”) as to any rentable premises in such offer. Promptly after the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretionreceipt of such offer, Landlord shall provide written give Tenant notice thereof to Tenant in reasonable detail (the “''Notice of Offer”Offered Lease"), specifying . On or before the material terms and conditions 5th business day after the date of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offersuch submission, Tenant shall advise may exercise this right by sending Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord a notice stating that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant Refusal Space upon the terms and conditions set forth in the Notice of Offer. 43.3Offered Lease (the "Offered Lease Terms"). If Tenant notifies provides such notice, Landlord that and Tenant elects not to shall enter into a lease for the Available Premises Refusal Space within 10 days after the date of Tenant's exercise notice on the Offered Lease Terms which lease shall include a contingency for Landlord's receipt of final approval from its Real Estate Committee upon substantially the same terms and conditions set forth in as Section 6 below. If Tenant does not timely exercise the Notice of Offerright, or if Tenant fails properly exercises such right but thereafter for any reason (other than the fault of Landlord) does not timely enter into the new lease, Tenant's rights under this Section shall terminate and Landlord shall be free to notify Landlord lease the Refusal Space to any third party. This right of first refusal is (a) personal to Tenant and may not be exercised by any subtenant or assignee of Tenant’s election within the five , and (5b) business day period described above, then Landlord shall have the right subject to consummate the lease all rights granted to other tenants as of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4date hereof. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant Refusal Space shall not be entitled considered available if the third party offering to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest lease space in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment Project is a current tenant of the ROFR in connection with an Allowed TransferRefusal Space.

Right of First Refusal. During the first (1st1) three (3) years after the Term Commencement Date, Landlord hereby grants Tenant shall have a right of first refusal (“ROFRROFRO”) on all Available Space (as defined in the First Amendment) on the 7th Floor of the Building, which right shall be superior to the rights granted to the City of Houston to renew its lease for space in the southern portion of the Building, but will be subordinate to any rentable premises other rights in existence from the Building for date of this Third Amendment (which rights are set forth on Exhibit “D” hereto). (2) If at anytime Landlord is seeking wishes to accept a tenant (“Available Premises”). In the event Landlord receives a bonafide bona fide offer to lease from a an unaffiliated third party tenant for the lease of any of the Available PremisesSpace on the ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, which offer is acceptable ▇▇▇▇▇▇▇▇ shall deliver to Landlord in its sole and absolute discretion, Landlord shall provide written Tenant a notice thereof indicating in such notice the space that is subject to Tenant (lease, the “Notice identity of Offer”)the Tenant, specifying the material base rent, term and all terms and conditions of a proposed lease that have been agreed to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises proposed lease (“Landlord’s Notice”). Tenant shall have a period of ten (10) business days from receipt of Landlord’s Notice to notify Landlord whether it will lease the space in question. Failure to notify Landlord within such ten day period that Tenant exercises its ROFRO shall be deemed an election by Tenant to not exercise such right, and Landlord may then enter into a new lease with the proposed tenant named in Landlord’s Notice and under the same terms, conditions and provisions therein set forth. If there is any change in the identity of the proposed tenant or any of such terms, conditions and provisions, then Landlord may not lease the space in question without again complying with the provisions of this section. Tenant’s rights under this section are in addition to its Right of First Offer set forth in the First Amendment. (3) If Tenant elects to lease the space described in the Landlord’s Notice pursuant to this Section, the terms shall include the following: (i) the term for such space shall be coterminous with the Termexisting Term of this Lease, and (ii) the rental rate shall be equal to the Market Rental Rate, but shall be not less than the rate that space is being offered to the bona fide third party tenant named in Landlord’s Notice. 43.1. Within five (54) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything ROFRO granted in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled addition to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest Right of First Offer contained in the Lease, without Landlord’s prior written consentFirst Amendment, which consent Landlord may withhold shall remain in its sole full force and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfereffect.

Right of First Refusal. During 6.20.1 Pursuant to the first (1st) three (3) years after the Term Commencement Dateterms, conditions and limitations set forth in this paragraph 6.20, Tenant shall have a right of first refusal (the “ROFRRight to First Refusal”) as with respect to any rentable premises in the remainder of the second (2nd) floor of the Building for which Landlord is seeking a tenant (the “Available PremisesSecond Floor Space”). In the event . 6.20.2 When Landlord receives a bonafide an offer to lease any Second Floor Space from any third party which Landlord desires to accept (expressly including such offers which Landlord has solicited and which a third party tenant the Available Premiseshas indicated it will accept) (each, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the an “Notice of Offer”), specifying the material terms Landlord shall first present such Offer, in writing, to Tenant, and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within thereafter have five (5) business days following its receipt Business Days in which to accept that Offer by delivery of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects written notice to lease the Available Premises on the terms and conditions set forth in the Notice of OfferLandlord. If Tenant fails to notify deliver to Landlord written acceptance of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election any Offer within the five (5) business day Business Day period described aboveset 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 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 Offer (with any space presented to Tenant under this paragraph 6.20, whether Second Floor Space or other additional space, being “ROFR Space”). The Right of First Refusal shall apply to the entire portion of the ROFR Space that is the subject of any Offer that is presented to Tenant, and the Right of 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 additional space). 6.20.4 If Tenant declines to exercise such Right of First Refusal with respect to any particular Second Floor Space, 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 have no obligation to re-offer such Second Floor Space to Tenant on the right terms offered by such different prospect (nor shall Landlord have any similar obligation with respect to consummate any additional offers from additional prospects received by Landlord with respect to the lease particular Second Floor Space). 6.20.5 If Tenant validly exercises the Right of First Refusal provided in this Lease, the Available parties shall execute an amendment to this Lease adding the ROFR Space to the Premises on the same terms as set forth in the Notice Offer. If the term of the ROFR Space included in the Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 extends further than the Lease Term with respect to the contrarythen Premises, Tenant’s leasing of the ROFR Space shall be for the duration included in the Offer (on the economic terms applicable thereto set forth in the Offer). Except as otherwise set forth in the Offer, the terms applicable to the then existing Premises shall apply to the ROFR Space (provided that Tenant shall not exercise have any right to the Extension Option with respect to the ROFR during such period Space or any other extension right, nor shall Landlord have any obligation to make any improvements to the ROFR Space or provide any free rent, improvement allowance, or any other type of time that Tenant is allowance, in default under any provision of this Leaseeach case unless set forth in the Offer). Any attempted Notwithstanding the foregoing, an otherwise valid exercise of the ROFR during a period Right of time First Refusal contained in which Tenant is so in Default this Lease shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFRfully effective, whether or not Tenant cures such Defaults within any applicable cure periodconfirmatory documentation is executed, and Tenant’s tenancy of such ROFR Space shall be subject to all the rights and obligations of the parties under this Lease. 43.5. 6.20.6 Notwithstanding anything to the contrary in this Lease to the contraryLease, Landlord shall have no obligations, and Tenant shall not assign or transfer the ROFRhave no rights, either separately or in conjunction with under this paragraph 6.20 so long as an assignment or transfer Event of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole Default has occurred and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferis continuing.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, If Tenant shall have a does not unconditionally exercise its right of first offer/refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five ten (510) business day period described specified in Section 32(b) above, then Landlord shall have be free to lease the right to consummate the lease of the Available Premises on the same terms as set forth space described in the First Offer Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 anyone to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under whom Landlord desires on any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent terms Landlord may withhold in its sole and absolute discretiondesires; provided, however, that Landlord’s consent 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 not be required for 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 assignment 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 Section 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 all of the ROFR in connection with an Allowed Transferspace offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. During the first Subject to any other parties’ pre-existing rights with respect to Available ROFR Premises (1st) three (3) years after the Term Commencement Dateas defined below), Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant space described on Exhibit E attached hereto (the “Available PremisesROFR Space”), subject to the terms, conditions and provisions of this Article. In no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which the Lease expires or is terminated pursuant to its terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space shall not be deemed to be Available ROFR Premises. In the event that (a) Landlord receives a bonafide offer to lease from a third party tenant a bona fide offer to lease all or any portion of the ROFR Space (together with any additional space that is the subject of such offer, “Available ROFR Premises”), which offer and (b) Landlord is acceptable willing to Landlord in its sole and absolute discretionaccept such offer, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. I 0.1 Within five seven (57) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five such seven (57) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 43.2. I 0.2 If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. I 0.3 If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five seven (57) business day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on any terms Landlord desires; provided, however, if Landlord desires to enter into a lease for the same Available ROFR Premises on economic terms as and conditions (i.e., base rent rate, base rent abatement (if applicable), tenant improvement allowance) that are more favorable than those set forth in the Notice of Offer, then Landlord shall deliver a second Notice of Offer (“Second Offer Notice”) to Tenant containing the improved economic terms and conditions upon which Landlord desires to lease the Available ROFR Premises and Tenant shall have seven (7) business days following its receipt of a third party tenantSecond Offer Notice to advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Second Offer Notice. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Second Offer Notice, or if Tenant fails to notify Landlord of Tenant’s election within the· seven (7) business day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on any terms Landlord desires. 43.4. I 0.4 Notwithstanding anything in this Section 43 Article to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this the Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of default under the Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. I 0.5 Notwithstanding anything in this the Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; providedprovided that, however, that Landlord’s consent shall not be required for (without limiting anything in Article 29 of the Lease) (a) in the event of an Exempt Transfer of Tenant’s full interest in the Lease or (b) if Landlord approves (in writing) an assignment or transfer of Tenant’s full interest in the Lease from Tenant to Tenant’s Affiliate, then, in conjunction with (and not separate from) such Exempt Transfer or assignment or transfer, as applicable, and upon prior written notice to Landlord, Tenant may assign or transfer the ROFR in connection with an Allowed Transferto the transferee of such Exempt Transfer or such Tenant’s Affiliate, as applicable.

Right of First Refusal. During Provided Tenant is not then in default under the first (1st) three (3) years after the Term Commencement DateLease, Tenant shall have the right exercisable on seven (7) business days prior written notice to lease any space contiguous to the Premises on the same terms and conditions as the Landlord may receive in writing from and signed by a third party. Such right of first refusal (“ROFR”) as shall not apply to any rentable premises renewals or extensions of leases currently in effect in the Building for which Landlord is seeking a tenant (“Available Premises”)Building. In the event If Landlord receives a bonafide bona fide, arm’s length offer from some third party for the lease thereof which Landlord wishes to accept, Landlord shall furnish a copy of the offer to Tenant within seven (7) business days after receipt from the third party, and offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof space to Tenant (with the “Notice of Offer”), specifying same deposit on the material same terms and conditions of a proposed lease to Tenant of the Available Premisesconditions, which shall be using the same as the terms of the bonafide offer, except that the term of any lease entered into by form. Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five have seven (57) business days following its after receipt of a Notice of Offer, Tenant shall advise an offer from Landlord in writing whether Tenant elects within which to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails give written notice to notify Landlord of Tenant’s election within said five (5) business day periodto lease the space on the same terms and conditions and deliver the deposit to Landlord. Upon a timely election to lease, then Landlord and Tenant shall be deemed to have elected not to (i) entered into a written lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on with the same terms terms, conditions, and form as set forth in made by the Notice of Offer to a third third-party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, and Landlord and Tenant shall not exercise thereafter execute and deliver a lease to that effect (the ROFR during such period “Expansion Space Lease”); and (ii) extended the then current term of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer ending date of the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Expansion Space Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent the then current term of this Lease shall not under any circumstances be required for Tenant’s assignment shortened even if the Expansion Space Lease ends prior to the Ending Date of this Lease. If Landlord does not receive the ROFR in connection with deposit and a timely written election to lease from Tenant within the seven (7) business days, it is an Allowed Transferelection by Tenant not to lease. All rights of first refusal end upon an election not to lease as provided above.

Right of First Refusal. During Provided the Tenant continuously and promptly pays the Annual and Additional Rent hereunder and fulfils its other obligations under the Lease, the Landlord hereby agrees, that if at any time during the Term, premises in the Building become vacant and available for lease, and the Landlord is in receipt of a bona fide offer to lease from a third party (“3rd Party Offer”) for all or a part of such premises (“Additional Space”), provided the Tenant is not then in default under the Lease prior to accepting such Offer, the Landlord shall first offer to lease the Additional Space to the Tenant by delivering notice, in writing, setting out the terms and conditions of the 3rd Party Offer and the Tenant shall have the right within two (1st2 ) three (3) years after business days of its receipt of such notice, to deliver to the Term Commencement DateLandlord written notice of its election to lease the Additional Space upon the same terms and conditions of the Lease, except for the rent, additional rent, tenant inducements or allowances, if any, and free-rent, if any, which shall be those contained in the 3rd Party Offer. The notice given by the Tenant to the Landlord, shall constitute a binding offer to lease and the Landlord and Tenant shall proceed diligently to amend the Lease in order to include the Additional Space and the terms and conditions related to it. If the Tenant does not so elect, the Landlord shall be free to, but not obligated to, lease the Additional Space to the third party.” Whether or not Tenant exercises its rights of first refusal on Additional Premises, Tenant shall have a right of first refusal (“ROFR”) as offer to lease any rentable premises space in the Building which is or shall become available for which leasing by the Landlord is seeking as a tenant (“Available Premises”). In the event Landlord receives discrete leased premises, subject to a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written prior notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following to that effect given by Tenant to Landlord (the “Vacant Premises”). Throughout the Term, at Tenant’s request, Landlord shall give Tenant a detailed list of all spaces then available for rent in the Building. Should Tenant exercise its receipt right to expand leasing of a Notice of Offer, Tenant the Vacant Premises shall advise Landlord in writing whether Tenant elects to lease the Available Premises on be under the terms and conditions set forth of this Lease which shall apply mutatis mutandis. including the expiration date of the Term, the Allowance except for the Annual Rent rate which shall the annual rent rate then being offered by the Landlord for the subject premises, Free Rent Period, which shall be a portion of the Free Rent Period under this Lease in the Notice proportion that the remaining period of Offerthe Term bears to the original Term and the value of all monetary inducements which as of the commencement of the term for the Vacant Premises shall be an amount per square foot equal to the value of the inducements under this Lease at the Commencement Date per square foot on a per month basis over the initial Term, multiplied by the remaining months of the Term. If Tenant fails to notify Landlord The Letter of Tenant’s election within said five (5) business day period, then Credit posted by the Tenant shall be deemed increased by the proportion that the total rent under this Lease including the rent for the Vacant Premises then is to have elected not the total rent prior to lease the Available Premises. 43.2leasing of the Vacant Premises by the Tenant. If Any inducements payable to the Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth shall be paid in the Notice of Offer, then Landlord shall lease same manner and corresponding times as the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default original inducements under any provision of this Lease. Any attempted exercise of the ROFR during The Tenant shall have a period of time in which Tenant is so in Default shall be void and one (1) months following vacant possession of no effect. In additionthe Vacant Premises, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest construct its improvements in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole Vacant Premises free of Annual Rent and absolute discretion; provided, however, that Landlord’s consent shall not be required Additional Rent for Tenant’s assignment of the ROFR in connection with an Allowed TransferVacant Premises.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as Subject to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth below and subject to the existing prior rights of tenants and such tenants’ rights to extend with respect to such spaces, Tenant shall have an ongoing “Right of First Refusal” for the 4,346 rentable square foot space adjacent to the Premises as more particularly shown on Exhibit A (the “ROFR Space”). Any lease to Tenant of the ROFR Space shall be for a term which shall be coterminous with this Lease, provided that if the Third Party Offer (defined below) is for a period in excess of the Notice of Offer. If Tenant fails to notify Landlord of then-remaining Term (or initial Extension Term), then Tenant’s election within said five (5) business day period, then Tenant right to exercise the Right of First Refusal for such ROFR Space shall be deemed to have elected not to lease the Available Premises. 43.2. If contingent upon Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions effectively exercising its Extension Option set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant Section B above upon the terms and conditions set forth in Section B at the same time as it exercises such Right of First Refusal, and the term of the ROFR Space shall be coterminous with the expiration of the applicable Extension Term (as defined in Section B above). If Landlord receives a bona fide written offer (“Third Party Offer”) to lease ROFR Space, and if Landlord desires to accept the Third Party Offer, it shall first make a written offer to Tenant (the “ROFR Notice”) upon the same terms as the Third Party Offer (except that the term of such ROFR Space shall be as set forth in this Section D) and any improvements contributed by Landlord shall be pro-rated to account for any variance in the length of term. The ROFR Notice to Tenant shall specify the rent for such ROFR Space, the date of Offer. 43.3availability of such ROFR Space and all other material terms and conditions which will apply to such ROFR Space. In the event the Third Party Offer includes space or property in addition to the ROFR Space, the ROFR Notice shall reasonably eliminate such additional space and adjust or prorate financial terms to cover only the ROFR Space and the ROFR Notice shall disclose such modifications. Tenant will notify Landlord within five (5) Business Days of Tenant’s receipt of the ROFR Notice if Tenant wishes to lease such ROFR Space from Landlord on the terms and conditions so specified. If Tenant notifies Landlord that Tenant elects not it wishes to lease the Available ROFR Space, Landlord and Tenant shall execute an amendment to the Lease incorporating the ROFR Space into the Premises on upon the terms and conditions set forth contained in the ROFR Notice within fifteen (15) days following the later of Offer, the date of giving of Tenant’s Notice or if the date a draft of the amendment is first delivered by Landlord to Tenant. If Tenant fails to notify Landlord within said five (5) Business Day period that Tenant intends to lease such ROFR Space, or fails to simultaneously exercise an Extension Option if required as aforesaid, or fails to execute the aforesaid amendment within fifteen (15) days following the later of the date of giving of Tenant’s election Notice or the date a draft of the amendment is first delivered by Landlord to Tenant (or, if later, within the five (5) business day period described above, then days following Tenant’s receipt from Landlord shall have of an execution version of such amendment incorporating the right to consummate the lease of the Available Premises on the same terms as set forth contained in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to ROFR Notice) (the contrary“ROFR Waiver Date”), Tenant shall not exercise be deemed to have waived its rights with respect to the ROFR during such Space for a period of time that Tenant is one (1) year from the ROFR Waiver Date and Landlord shall be entitled to lease all or any portion of such ROFR Space to any third party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines all in default under its sole discretion. Following the expiration of the one-year period following any ROFR Waiver Date, the ROFR Space shall again be subject to Tenant’s Right of First Refusal in accordance with and subject to the provisions of this Section D. Notwithstanding any contrary provision of this Section or any other provision of this Lease. Any attempted , any Right of First Refusal and any exercise by Tenant of the ROFR during a period any Right of time in which Tenant is so in Default First Refusal shall be void and of no effect. In additioneffect unless on the date Tenant notifies Landlord that it is exercising the Right of First Refusal and on the commencement date of the amendment for the ROFR Space (i) this Lease is in full force and effect and (ii) no default of Tenant has occurred under the Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) Tenant shall not have assigned this Lease (other than to an Affiliate), and there shall not be any sublease or subleases in effect as of the commencement of the term of the Lease for any of the ROFR Space as of the date of Landlord’s notice of the ROFR Space availability and (iv) if such ROFR Notice is delivered prior to any exercise by Tenant of the Early Termination Option set forth in Section E below, Tenant shall waive such Early Termination Option in writing. Additionally, the Right of First Refusal shall not be entitled apply to exercise any Third Party Offer which is for a term which exceeds the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in Term of this Lease and any remaining exercisable Extension Options, and Landlord shall have no obligation to the contrary, provide Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer notice of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferany such Third Party Offer.

Right of First Refusal. During (a) Except as otherwise provided in Paragraph 35(g), and provided an Event of Default does not then exist, if Landlord shall enter into a contract (the first “Sale Contract”) for the sale of the Leased Premises or any Related Premises (1stany such premises, a “Sale Premises”) three with a Third Party Purchaser (3and which may include other property owned by Landlord so long as a specific purchase price is allocated to the Leased Premises), which Sale Contract shall be conditioned upon Tenant’s failure to exercise its right under this Paragraph 35, then promptly following the execution thereof, Landlord shall give written notice to Tenant, together with a copy of the executed Sale Contract. (b) years after the Term Commencement DateFor a period of fifteen (15) days following receipt of such notice, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premisesright, which offer is acceptable exercisable by written notice to Landlord in its sole and absolute discretiongiven within said fifteen (15) day period, Landlord shall provide written notice thereof to Tenant elect to purchase the Sale Premises at the purchase price (the “Notice of Offer”), specifying the material terms and conditions of calculated on a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant comparable after-tax basis with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5capital gains, including depreciation) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on and upon all the terms and conditions set forth in the Notice Sale Contract except that no contingencies contained in such Sale Contract as to environmental assessments, engineering studies, inspection of Offer. the Sale Premises, availability of financing, sale of other property, state of the title to or encumbrances on the Sale Premises, or any other condition or contingency to the Third Party Purchaser’s obligation to purchase the Sale Premises which pertains to the condition of the Sale Premises, the Third Party Purchaser’s ability to take certain action or any other factor beyond the control of Landlord, shall apply to Tenant’s obligation to purchase the Sale Premises under this Paragraph 35, and Tenant shall be obligated to purchase the Sale Premises without any such condition or contingency. (c) If at the expiration of the aforesaid fifteen (15) day period Tenant fails shall have failed to notify exercise the aforesaid option by written notice to Landlord, Landlord may sell the Sale Premises to such Third Party Purchaser upon the terms set forth in such contract. (d) Except as otherwise specifically provided herein, the closing date for any purchase of the Sale Premises by Tenant pursuant to this Paragraph 35 shall be the earlier to occur of (i) ninety (90) days after the date of Tenant’s election within said five (5) business day period, then Tenant shall be deemed notice to have elected not Landlord of its intention to lease purchase the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Sale Premises on upon the terms and conditions set forth of the Sale Contract with a Third Party Purchaser or (ii) the closing date provided in the Notice of Offer, then such Sale Contract. At such closing Landlord shall lease convey the Available Sale Premises to Tenant upon in accordance with, and Tenant shall pay to Landlord the terms purchase price and conditions other consideration set forth in in, the Notice of Offerapplicable Sale Contract. 43.3. If (e) Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate during the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled Term to exercise the ROFR if Tenant has committed a Default two (2) foregoing right of first refusal upon each proposed sale of the Leased Premises or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFRany Related Premises. NOTWITHSTANDING ANYTHING TO THE CONTRARY, whether or not Tenant cures such Defaults within any applicable cure periodIF THE TERM OF THIS LEASE SHALL TERMINATE OR THIS LEASE SHALL EXPIRE, SUCH RIGHTS OF FIRST REFUSAL GRANTED PURSUANT TO THIS PARAGRAPH 35 SHALL TERMINATE AND BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. IN SUCH EVENT TENANT SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT OF FIRST REFUSAL. 43.5. Notwithstanding anything in this Lease (f) If Tenant does not exercise its right of first refusal to purchase the contrarySale Premises and the Sale Premises are transferred to a Third Party Purchaser, Tenant will attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. (g) The provisions of this Paragraph 35 shall not assign apply to or transfer the ROFRprohibit (i) any mortgaging, either separately subjection to deed of trust or in conjunction with an assignment or transfer other hypothecation of TenantLandlord’s interest in the LeaseSale Premises, without (ii) any sale of the Sale Premises pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord’s prior written consentinterest in the Sale Premises is now or hereafter subject, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that (iii) any transfer of Landlord’s consent shall not be required for Tenant’s assignment interest in the Sale Premises to a Lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure, (iv) any transfer of the ROFR Sale Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Sale Premises or any interest therein to any affiliate or holder of an interest in connection with an Allowed TransferLandlord, (vi) any Person to whom Corporate Property Associates 15 Incorporated transfers or sells all or substantially all of its assets, or (vii) any transfer of the Sale Premises to any of the successors or assigns of any of the Persons referred to in the foregoing clauses (i) through (iv).

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement DateLease Term, Tenant shall have a right of first refusal (each a “ROFRRight of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to any rentable premises in time (each such portion being referred to herein as an “Additional Space”), on the Building for which same terms and conditions that Landlord is seeking a tenant (“Available Premises”)prepared to accept from any third party. In the event When Landlord receives a bonafide an offer to lease the Additional Space from a third party tenant the Available Premises, which offer is acceptable Landlord desires to Landlord in its sole and absolute discretionaccept, Landlord shall provide written 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 thereof to Tenant (the “Notice Landlord. The Right of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which First Refusal shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant apply only with respect to the Available Premises shall entire Additional Space subject of the third party offer, and may not be coterminous exercised with the Term. 43.1. Within five (5) business days following its receipt of respect to only a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offerportion thereof. If Tenant rejects that offer or fails to notify Landlord of Tenant’s election accept the same in writing within said five (5) business day such time period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall be free to lease the Available Premises Additional Space to Tenant upon the third party on substantially similar terms and conditions set forth to those offered to Tenant in the Notice foregoing manner. Each Right of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms First Refusal shall, at Landlord’s election, be null and conditions set forth in the Notice of Offer, or void if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space or at any provision time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease. Any attempted , the parties shall execute an amendment to the Lease adding the Additional Space, or a new lease for the Additional Space, or such other documentation as Landlord shall require, promptly after Landlord shall prepare the same, confirm the leasing of such Additional Space to Tenant, but an otherwise valid exercise of the ROFR during a period Right of time First Refusal contained in which Tenant is so in Default this Lease shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFRfully effective, whether or not such confirmatory documentation is executed. If the term of an Additional Space lease extends (including by an option timely exercised) beyond the Lease Term, then, (i) the Lease Term shall be extended to coincide with the term of the Additional 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 cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything 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 contraryAdditional 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 not assign exercise a Right of First Refusal, or transfer the ROFR, either separately if Tenant shall have subleased or in conjunction with an assignment or transfer of Tenant’s 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 Right of First Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease of the Premises, or the assignee under a full or a partial assignment of the Lease, without Landlord’s prior written consent, which consent Landlord may withhold have any right to exercise a Right of First Refusal granted in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferthis Lease.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Landlord grants Tenant shall have a an ongoing right of first refusal (the “ROFRFirst Refusal Right”) as to any rentable premises lease additional space in the Building in accordance with the following: a. The space that is subject to such First Refusal Right shall be all space that is or becomes available in the Building during the Term, as may be extended, as such space becomes available for which Landlord is seeking a tenant lease (“Available PremisesTenant’s Reserved First Refusal Space”). In the event . b. Except as otherwise provided herein below, if Landlord receives a bonafide bona fide written offer to lease from a all or any portion of Tenant’s Reserved First Refusal Space that Landlord is willing to accept, Landlord shall notify Tenant in writing (such notice being hereafter called the “Offer Notice”) of the availability of such space. Such Offer Notice shall specifically (i) describe the specific portion of Tenant’s Reserved First Refusal Space that is the subject of such proposal (the “First Refusal Space”), and if such Offer Notice is delivered to Tenant after the fourth (4th) anniversary of the Phase II Commencement Date, (ii) the date of availability of such First Refusal Space, and (iii) the material economic terms and conditions upon which such third party tenant prospect proposes to lease the Available PremisesFirst Refusal Space from Landlord including, which without limitation, Lease Term, Base Rent, additional rent, Base Year, monetary lease concessions and rent abatement, and Landlord’s security for said third-party tenant’s performance of the lease terms and agreement for tenant improvements. The Offer Notice shall also constitute an offer is acceptable by Landlord to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof lease the First Refusal Space to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as in accordance with the terms of the bonafide offer, except that the term of any lease entered into by this Special Stipulation. Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five have ten (510) business days following after its receipt of a such Offer Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to accept such offer pursuant to this First Refusal Right and to lease the Available Premises on First Refusal Space from Landlord in accordance with the terms of this Special Stipulation and, if applicable as set forth below, the material terms and conditions set forth in the Offer Notice. c. Acceptance by Tenant of the offer set forth in the Offer Notice shall be deemed effective only if such acceptance is delivered to Landlord in a written notice of Offeracceptance (the “Acceptance Notice”) specifically referring to the Offer Notice to which it relates, received by Landlord within the ten (10) business day period prescribed above for such acceptance. To be effective, such Acceptance Notice must accept the offer set forth in the subject Offer Notice with respect to all of the First Refusal Space described in such Offer Notice. d. If Tenant fails duly and timely delivers to notify Landlord its Acceptance Notice within such ten (10) business day period in accordance with this Special Stipulation and such Acceptance Notice is delivered to Landlord prior to the fourth (4th) anniversary of the Phase II Commencement Date, then the following terms shall apply: i. The term of the lease of the First Refusal Space shall commence upon the earlier to occur of (A) Tenant’s occupancy of the First Refusal Space for the purpose of conducting business therefrom; (B) substantial completion of tenant improvements with respect to such space or the date Landlord or Tenant would have substantially completed the improvements in the absence of delays caused by Tenant; or (C) one hundred twenty (120) days after delivery of the First Refusal Space to Tenant in broom clean condition, clear of all personal property and debris, and ready to receive improvements (such earlier date being hereinafter referred to as the “Expansion Commencement Date”) and shall expire and be co-terminus with the original Expiration Date of this Lease, subject to, if and as applicable, the First Extension Option and Second Extension Option. ii. Tenant improvements shall be designed and installed in accordance with the same procedures and conditions as are set forth in Exhibit B hereto; except that the Tenant Improvement Allowance per square foot of rentable area with respect to the First Refusal Space shall be equal to the product of $38.00 and a fraction, the numerator of which is the number of full calendar months, plus the fraction of any partial calendar months, remaining in the Initial Term of this Lease, measured from the Expansion Commencement Date, and the denominator of which is 84. iii. Base Rent, Additional Rent, and all other sums and charges imposed under this Lease with respect to the First Refusal Space shall commence to accrue with respect to the First Refusal Space on the Expansion Commencement Date. iv. Tenant shall receive a rental abatement for such First Refusal Space to be applied to the initial installments of Base Rent coming due commencing on the Expansion Commencement Date; subject to the provisions of Paragraph 19(ff) of the Lease; except that the aggregate abatement of Base Rent with respect to the First Refusal Space shall be an amount equal to the product of (y) the sum of the first seven (7) monthly installments of Base Rent coming due and payable with respect to the First Refusal Space using a Base Rent rate of $20.00 per square foot of rentable area per annum multiplied by (z) a fraction, the numerator of which is the number of full calendar months, plus the fraction of any partial calendar months, remaining in the Initial Term, measured from the Expansion Commencement Date, and the denominator of which is 84. v. The First Refusal Space shall become part of the Premises and shall be leased to Tenant for the remaining portion of the term of the lease of the Premises upon the terms and conditions (including, without limitation, the same Base Rent rate per square foot of rentable area and the same Base Year as the Original Premises and not the Must-Take Space) as then and thereafter in effect from time to time under the Lease for the balance of the Premises, except as otherwise provided in this subparagraph d. vi. Tenant’s Proportionate Share shall be adjusted to reflect Tenant’s lease of the First Refusal Space. vii. Tenant shall be entitled to additional unreserved, unassigned parking spaces in the parking garage serving the Building at a ratio of 3 spaces for every 1,000 square feet of Rentable Area in the First Refusal Space. Landlord shall use reasonable efforts to provide Tenant with an additional two (2) spaces for every 1,000 square feet of Rentable Area in the First Refusal Space; provided, however, that Landlord reserves the right to terminate Tenant’s rights to any such additional spaces at any time and from time to time in Landlord’s sole discretion. viii. Landlord and Tenant agree to enter into an amendment to the Lease to document the exercise of the First Refusal Right within thirty (30) days after Landlord’s receipt of the Acceptance Notice; provided, however, the parties agree that in the event an amendment is not so entered into, the provisions of this First Refusal Right and the exercise of same by Tenant pursuant to the Acceptance Notice shall be enforceable in accordance herewith. e. If Tenant duly and timely delivers to Landlord its Acceptance Notice within such ten (10) business day period in accordance with this Special Stipulation and such Acceptance Notice is delivered to Landlord after the fourth (4th) anniversary of the Phase II Commencement Date, then the following terms shall apply: i. Tenant must accept the material terms and conditions upon which such third party tenant prospect proposes to lease such First Refusal Space from Landlord including, without limitation, lease term, base rental, additional rental, Base Year, Landlord’s security for Tenant’s performance of the lease terms monetary concessions, rental abatement and agreement for tenant improvements. ii. Landlord and Tenant shall, within thirty (30) days after Landlord’s receipt of Tenant’s election Acceptance Notice, execute an amendment to this Lease with respect to the portion of the First Refusal Space to be leased by Tenant which conforms to the material terms and conditions set forth in the Offer Notice; provided, however, the parties agree that in the event an amendment is not so entered into, the provisions of this First Refusal Right and the exercise of same by Tenant shall be enforceable in accordance herewith. iii. Tenant’s Proportionate Share shall be adjusted to reflect Tenant’s lease of the First Refusal Space. f. If Tenant does not duly and timely deliver to Landlord its Acceptance Notice within said five the aforesaid ten (510) business day periodperiod in accordance with this Special Stipulation, then Tenant shall be deemed to have elected not to accept Landlord’s offer set forth in the subject Offer Notice, and Tenant’s rights with respect to the First Refusal Space shall terminate and be of no further force or effect and Landlord shall be free to enter into a lease with a prospective tenant with respect to all or any part of the Available Premises. 43.2. If Tenant timely notifies First Refusal Space that was the subject of such Offer Notice; provided, however, that if Landlord that Tenant elects and such prospective tenant, or affiliate thereof, have not executed and delivered a lease with respect to lease such First Refusal Space within one hundred eighty (180) days after the Available Premises on expiration of Tenant’s ten (10) business day acceptance period described in subparagraph b. above, or if Landlord subsequently changes by more than seven and one-half percent (7 1/2%) any of the material terms and conditions set forth in the Notice offer upon which such tenant prospect proposes to lease such space (which material terms shall be limited to decreases in the Lease Term or Base Rental rate, extensions of Offerthe Operating Costs Base Year [which shall not be subject to the foregoing percentage], and any increases in monetary concessions, rent abatements or the improvement allowance), then the provisions of this Special Stipulation shall be reactivated with respect to such First Refusal Space and Landlord shall again be required to submit an Offer Notice to Tenant, and Tenant must again not elect to accept the Offer Notice from Landlord, before Landlord will be entitled to enter into any such lease with such prospect. Notwithstanding the Available Premises foregoing, following timely execution and delivery of such lease by Landlord and such third party tenant, Tenant’s rights under this Paragraph or otherwise under the Lease shall be subject and subordinate to Tenant upon the terms rights and conditions options of the third party tenant under such lease, including, without limitation, any expansion, extension or renewal options or other rights of such third party set forth in the Notice of Offertherein. 43.3. If Tenant notifies Landlord that Tenant elects not g. Tenant’s rights under this Special Stipulation are and shall be subject and subordinate to lease the Available Premises rights and option of tenants under other leases of portions of the Building and their successors or assigns, as such rights and options exist on the terms and conditions set forth Effective Date. Accordingly, Landlord shall not be obligated to give Tenant an Offer Notice prior to or in conjunction with the Notice exercise of Offerany such rights or options. Furthermore, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the enter into a lease of the Available Premises all or a portion of First Refusal Space with a tenant or subtenant other than Tenant occupying such space on the same terms as set forth in date such space would otherwise become available for lease without first being required to submit an Offer Notice to Tenant, and such lease with any such occupant shall be superior to, but shall not have the effect of terminating, Tenant’s rights under this Special Stipulation. Tenant acknowledges that Landlord may make simultaneous offers to lease any portion of First Refusal Space to Tenant and to any tenant holding such superior rights (and any such Offer Notice of Offer shall state such superior rights), and thus if the tenant holding such superior rights elects to a third party tenantaccept such offer from Landlord, Landlord will not be bound by its offer to Tenant. 43.4. h. Notwithstanding anything in this Section 43 Special Stipulation to the contrary, Tenant shall have no right to exercise any right or option under this Special Stipulation, nor shall Landlord have any obligation to submit an Offer Notice to Tenant with respect to any portion of First Refusal Space before entering into a third party lease with respect thereto, or to enter into any lease of any portion of First Refusal Space with Tenant, at any time after which (i) a default is continuing with respect to Tenant under this Lease beyond applicable notice and cure periods, (ii) this Lease is not exercise in full force and effect, (iii) Tenant has assigned this Lease or has entered into a sublease with respect to all or more than forty (40%) of the ROFR during Premises (which, for purposes of calculating such period of time that 40%, shall be deemed to include the Must-Take Space) other than with a Permitted Transferee or a Contractor Subtenant, or (iv) Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior other written agreement with Landlord with respect to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any Project beyond applicable notice and cure periodperiods. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During (a) Except as otherwise provided in Paragraph 35(g), and provided an Event of Default does not then exist, if Landlord shall enter into a contract (the first “Sale Contract”) for the sale of the Leased Premises or any Related Premises (1stany such premises, a “Sale Premises”) three with a Third Party Purchaser (3and which may include other property owned by Landlord so long as a specific purchase price is allocated to the Leased Premises), which Sale Contract shall be conditioned upon Tenant’s failure to exercise its right under this Paragraph 35, then promptly following the execution thereof, Landlord shall give written notice to Tenant, together with a copy of the executed Sale Contract. (b) years after the Term Commencement DateFor a period of fifteen (15) days following receipt of such notice, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premisesright, which offer is acceptable exercisable by written notice to Landlord in its sole and absolute discretiongiven within said fifteen (15) day period, Landlord shall provide written notice thereof to Tenant elect to purchase the Sale Premises at the purchase price (the “Notice of Offer”), specifying the material terms and conditions of calculated on a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant comparable after-tax basis with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5capital gains, including depreciation) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on and upon all the terms and conditions set forth in the Notice Sale Contract except that no contingencies contained in such Sale Contract as to environmental assessments, engineering studies, inspection of Offer. the Sale Premises, availability of financing, sale of other property, state of the title to or encumbrances on the Sale Premises, or any other condition or contingency to the Third Party Purchaser’s obligation to purchase the Sale Premises which pertains to the condition of the Sale Premises, the Third Party Purchaser’s ability to take certain action or any other factor beyond the control of Landlord, shall apply to Tenant’s obligation to purchase the Sale Premises under this Paragraph 35, and Tenant shall be obligated to purchase the Sale Premises without any such condition or contingency. (c) If at the expiration of the aforesaid fifteen (15) day period Tenant fails shall have failed to notify exercise the aforesaid option by written notice to Landlord, Landlord may sell the Sale Premises to such Third Party Purchaser upon the terms set forth in such contract. (d) Except as otherwise specifically provided herein, the closing date for any purchase of the Sale Premises by Tenant pursuant to this Paragraph 35 shall be the earlier to occur of (i) ninety (90) days after the date of Tenant’s election within said five (5) business day period, then Tenant shall be deemed notice to have elected not Landlord of its intention to lease purchase the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Sale Premises on upon the terms and conditions set forth of the Sale Contract with a Third Party Purchaser or (ii) the closing date provided in the Notice of Offer, then such Sale Contract. At such closing Landlord shall lease convey the Available Sale Premises to Tenant upon in accordance with, and Tenant shall pay to Landlord the terms purchase price and conditions other consideration set forth in in, the Notice of Offerapplicable Sale Contract. 43.3. If (e) Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate during the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled Term to exercise the ROFR if Tenant has committed a Default two (2) foregoing right of first refusal upon each proposed sale of the Leased Premises or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFRany Related Premises. NOTWITHSTANDING ANYTHING TO THE CONTRARY, whether or not Tenant cures such Defaults within any applicable cure periodIF THE TERM OF THIS LEASE SHALL TERMINATE OR THIS LEASE SHALL EXPIRE, SUCH RIGHTS OF FIRST REFUSAL GRANTED PURSUANT TO THIS PARAGRAPH 35 SHALL TERMINATE AND BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. IN SUCH EVENT TENANT SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT OF FIRST REFUSAL. 43.5. Notwithstanding anything in this Lease (f) If Tenant does not exercise its right of first refusal to purchase the contrarySale Premises and the Sale Premises are transferred to a Third Party Purchaser, Tenant will attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. (g) The provisions of this Paragraph 35 shall not assign apply to or transfer the ROFRprohibit (i) any mortgaging, either separately subjection to deed of trust or in conjunction with an assignment or transfer other hypothecation of TenantLandlord’s interest in the LeaseSale Premises, without (ii) any sale of the Sale Premises pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord’s prior written consentinterest in the Sale Premises is now or hereafter subject, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that (iii) any transfer of Landlord’s consent shall not be required for Tenant’s assignment interest in the Sale Premises to a Lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure, (iv) any transfer of the ROFR Sale Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Sale Premises or any interest therein to any affiliate or holder of an interest in connection with an Allowed TransferLandlord, (vi) any Person to whom Corporate Property Associates I4 Incorporated transfers or sells all or substantially all of its assets, or (vii) any transfer of the Sale Premises to any of the successors or assigns of any of the Persons referred to in the foregoing clauses (i) through (iv).

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). A. In the event Landlord receives shall receive a bonafide bona fide offer during the term hereof to lease from a third party tenant any space on the Available Premises24th floor in the building, which offer is acceptable to Landlord then, provided Tenant shall not then be in its sole default, beyond applicable periods of notice and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term grace of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within monetary or material non-monetary obligations hereunder and at least five (5) business days following its years is then remaining on the term of this Lease (including any then exercised extension option), Landlord shall send written notice thereof (the “First Refusal Notice”) to Tenant by hand or by certified mail, return receipt requested, which notice shall be accompanied by a brief description of a the material terms offered by the prospective tenant. Such description shall include the name of the prospective tenant, the space proposed to be leased by the prospective tenant, the square footage of the space, the term of the proposed lease (including the proposed commencement date thereof) and the method for determining electricity and, if the Option Commencement Date (as defined below) is expected to occur on or before the third (3rd) anniversary of the Commencement Date, such First Refusal Notice shall also include the proposed fixed annual rent, rent escalation terms, other scheduled additional rent (including base years), the number of Offermonths of free rent, if any, work to be performed by Landlord, if any, and tenant improvements contribution to be made by Landlord, if any. Notwithstanding anything to the contrary contained in this Article 53 or in Article 52, if at the time of Landlord’s First Refusal Notice there are more than 21 months remaining before the Expiration Date but less five (5) years remaining in the term hereof, Landlord shall permit Tenant shall advise Landlord in writing whether to extend the term of this lease prior to the date which is twenty-one (21) months prior to the Expiration Date provided, however, that simultaneously therewith Tenant elects to lease the Available Premises Option Space as contemplated in this Article. B. Within ten (10) business days after Tenant receives the First Refusal Notice, time being of the essence, Tenant shall have the right to elect to lease the space which is the subject of such First Refusal Notice (the “Option Space”) on the same terms and conditions as are outlined in such First Refusal Notice and, if Tenant elects to lease such space on such terms and conditions, Landlord and Tenant shall promptly proceed to enter into a lease modification agreement on such terms and conditions; provided, however, if Tenant elects to lease such space, then (a) if the commencement date of the term with respect to the Option Space (the “Option Commencement Date”) is prior to the third (3rd) anniversary of the Commencement Date, the initial fixed annual rent shall be the product of (x) the rentable square footage of the Option Space and (y) the then per square foot escalated rent of the premises originally demised under this lease (i.e., the sum of the fixed annual rent, as escalated and all additional rent then being charged under this lease with respect to such space) (it being agreed that all other terms and conditions, other than fixed annual rent (which will be determined as set forth above), shall be as outlined in such First Refusal Notice including, for example, the number of months of free rent, if any, the work to be performed by Landlord, if any, and the tenant improvements contribution to be made by Landlord, if any) and (b) if the Option Commencement Date is on or after the third (3rd) anniversary of the Commencement Date, the initial fixed annual rent shall be the FMR of the Option Space as of the third (3rd) anniversary of the Option Commencement Date. Regardless of the expiration date set forth in the Notice of Offer. If Tenant fails to notify Landlord First Refusal Notice, the expiration date of Tenant’s election within said five (5) business day period, then Tenant lease of the Option Space shall be deemed the Expiration Date of this lease, as same may be extended pursuant to have elected not to lease the Available Premises. 43.2provisions of this lease. If Tenant timely notifies Landlord that Tenant elects to lease The FMR shall be determined in accordance with the Available Premises on the terms and conditions procedures set forth in Article 52 above. In either case, during the Notice term of Offerthe lease with respect to the Option Space, then Landlord shall lease the Available Premises to Tenant upon initial fixed annual rent for the terms and conditions Option Space (determined in the manner set forth above) shall be subject to operating expense and real estate tax escalations, at the same time and in the Notice same manner as applicable to the balance of Offer. 43.3the demised premises. If Tenant notifies Landlord that Tenant elects not In the event the Option Commencement Date is prior to lease the Available Premises on third (3rd) anniversary of the terms and conditions set forth in Commencement Date, the Notice $5.00 per square foot increase as of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described year five (5) month and one (1) week anniversary of the Commencement Date contemplated in Article 2 shall also be applicable to the Option Space. The additional security deposit required for the Option Space as of the Option Commencement Date shall be reasonably agreed to between Landlord and Tenant in the lease modification agreement. C. In the event Tenant shall fail or elect not to exercise its option to lease such space within the time provided in Paragraph B above, then Landlord shall have the right be free to consummate the lease transaction summarized in the First Refusal Notice with the prospective tenant, it being agreed that the terms of the Available Premises on lease entered into between Landlord and the same terms prospective tenant identified in such First Refusal Notice only must be substantially similar to, but not identical to, the summary of the transaction as set forth provided in the First Refusal Notice, and further provided that if Landlord fails to consummate such a substantially similar transaction with the proposed tenant within ninety (90) days after delivery of its First Refusal Notice of Offer to a third party tenantTenant, the space shall again be offered to Tenant pursuant hereto. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a one-time right of first refusal (“ROFR”) as to any rentable premises in the Building adjacent to the New Premises for which Landlord is seeking a tenant (“Available ROFR Premises”). In the event Landlord receives a bonafide bona fide offer to lease Available ROFR Premises from a third party another tenant or potential tenant (the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion“Offer”), Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the TermOffer. 43.1. (a) Landlord will send Tenant a Notice of Offer within ten (10) days after Landlord receives an Offer. (b) Within five fifteen (515) business days following its receipt of a bona fide Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five fifteen (515) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 43.2. (c) If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. (d) If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five fifteen (5) business day 15)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer within ninety (90) days following Tenant’s election (or deemed election) not to a third party tenantlease the Available ROFR Premises. If Landlord does not lease the Available ROFR Premises within said ninety (90) day period, then the ROFR shall be fully reinstated, and Landlord shall not thereafter lease the Available ROFR Premises without first complying with the procedures set forth in this Section 8. 43.4. (e) Notwithstanding anything in this Section 43 8 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of the Lease, as modified by this LeaseAmendment. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of default under the Lease, as modified by this Amendment, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. (f) Notwithstanding anything in the Lease or this Lease Amendment to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years From and after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant FFP Surrender Date with respect to the Available First Floor Premises, and from and after the SFP Surrender Date with respect to the Second Floor Premises through the expiration or earlier termination of the Term, each time that Landlord intends to accept a written proposal (the “Pending Deal”) to lease the First Floor Space or, if applicable, the Second Floor Space to a third party (“ROFR Space”), Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”) of the existence and the terms of such Pending Deal; provided, however, that the terms of this Section 20(a) shall not apply to any current or future transaction pursuant to which Landlord intends to lease all or any of the Second Floor Space and/or the First Floor Premises directly to Subtenant. Tenant shall be coterminous entitled to exercise its right under this Section 20(a) only with respect to the Term. 43.1entire ROFR Space. Within five ten (510) business days following its after Tenant’s receipt of a Notice of Offerthe Pending Deal Notice, Tenant shall advise deliver to Landlord in writing whether written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Available Premises ROFR Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the ROFR Space pursuant to this Section 20(a) is hereinafter referred to as the “Right of First Refusal.” If Tenant elects to lease the ROFR Space by delivering the Space Acceptance Notice within the required ten (10) business day period, Tenant shall be deemed to agree to lease the ROFR Space on the terms and conditions set forth in the Pending Deal Notice and any other terms agreeable to Landlord and Tenant, in the respective sole discretion of Offereach party. If (i) Tenant fails to notify deliver a Space Acceptance Notice to Landlord of Tenant’s election within said five the required ten (510) business day period, then or (ii) no lease amendment or lease agreement for the ROFR Space, acceptable to Landlord and Tenant in their respective reasonable discretion, has been executed and delivered by the parties within thirty (30) days after Landlord delivers a draft of the same to Tenant despite the good faith efforts of both parties, Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects exercise Tenant’s right to lease the Available Premises ROFR Space pursuant to the Pending Deal Notice in question in which case Tenant shall be deemed to have forever waived its right to lease the ROFR Space pursuant to the Pending Deal Notice in question, this Section 20(a) shall terminate and be of no further force or effect with respect to the Pending Deal Notice in question, and Landlord shall have the right to lease the ROFR Space to the party that was the subject of the Pending Deal Notice on substantially the same business terms and conditions set forth in the Notice Pending Deal Notice. Notwithstanding the foregoing, if Landlord negotiates with the proposed tenant economic lease terms materially more favorable (but in no event shall the economic lease terms be considered materially more favorable unless the difference in net effective base rent is 10% or greater), as reasonably determined by Landlord, than those offered to Tenant but rejected as part of Offerthe Pending Deal Notice, then Landlord shall lease be required to submit the Available Premises more favorable economic terms to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3for its review. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the shall have five (5) business day period described abovedays after receipt of the more favorable economic terms to accept or reject the revised terms. If Tenant rejects the more favorable terms, then Landlord shall have be free to enter into a lease with the right proposed tenant on such terms. Tenant’s rejection of any particular Pending Deal Notice shall not relieve Landlord of its obligation to consummate again offer any Right of First Refusal Space to Tenant at any time that Landlord intends, other than with respect to Subtenant with respect to whom the lease terms of the Available Premises on the same terms as set forth in the Notice of Offer this Section 20 shall not apply, to again agree to a third written proposal from another party tenant. 43.4. Notwithstanding anything to lease such space in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years If, after the Term Commencement 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 have a right include the material business terms of first refusal such Pending Deal which Landlord intends to accept (“ROFRPending Deal Terms”) as to any rentable premises ). For purposes of this Section 39(b), “Available Space” shall mean the balance of the space in the Building for (excepting that certain approximately 20,000 rentable square feet leased as of the date of this Lease to The Scripps Research Institute), which Landlord is seeking not occupied by a tenant (“Available Premises”). In or which is occupied by an existing tenant whose lease is expiring within 6 months or less from the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant date of the Available Premises, which 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 the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant entitled to exercise its right under this Section 39(b) only with respect to the entire portion of the Available Premises shall be coterminous with Space identified in the Term. 43.1Pending Deal Notice (“Identified Space”). Within five (5) 5 business days following its after Tenant’s receipt of a Notice of Offerthe Pending Deal Notice, Tenant shall advise deliver to Landlord in writing whether written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Available Premises on Identified Space. Tenant’s right to receive the terms Pending Deal Notice, and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of 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 said five (5) the required 5 business day period, then Tenant shall be deemed to have elected not agree to lease the Available Premises. 43.2Identified Space, and Landlord and Tenant shall enter into an additional new lease applicable to such Identified Space (the “ROFR Lease”). If Tenant timely notifies Landlord that Tenant elects to lease Except as modified by the Available Premises 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, (ii) the Identified Space shall not be subject to the Work Letter or the Expansion Space Work Letter, and (iii) the terms of 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 Notice Pending Deal Terms, which Tenant acknowledges and agrees may not be co-terminous with the Term of Offerthis Lease with respect to the Premises. Such term of the ROFR Lease shall commence with respect to the Identified Space, then Landlord and Tenant shall lease commence paying Base Rent and Operating Expenses in accordance with the Available Premises to Tenant upon Pending Deal Terms for the terms and conditions Identified Space, on the commencement date as set forth in the Pending Deal Terms. Tenant’s failure to deliver a Space Acceptance Notice of Offer. 43.3. If to Landlord as required pursuant to the immediately preceding paragraph shall be deemed to be an election by Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of exercise Tenant’s election within Right of First Refusal with respect to the five (5Identified Space, in which case Tenant shall have no further rights under this Section 39(b) business day period described abovewith respect to the Identified Space, then and Landlord shall have the right to consummate 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 Identified Space if (i) Landlord fails to enter into an agreement to lease of the Available Premises on the same terms as set forth in the Notice of Offer Identified Space to a third party tenant. 43.4. Notwithstanding anything in this Section 43 within 6 months after Landlord’s delivery to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during Pending Deal Notice applicable to such Identified Space (“Free Period”), or (ii) if at any time within such Free Period, Landlord intends to lease the Identified Space to a period third party at an effective base rental rate for the Identified Space which is less than 90% of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest effective base rental rate provided for in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed TransferPending Deal Notice applicable to such Identified Space.

Right of First Refusal. During (A) As of the first (1st) three (3) years after Commencement Date and for the Term Commencement Datehereof, Tenant shall have a the right of first refusal (“ROFR”) as to any rentable premises lease additional space in the Building for which Landlord is seeking a tenant or hereafter shall become vacant (“Available Premises”the "Vacant Space"). In the event Landlord receives a bonafide bona fide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretionany Vacant Space, Landlord shall provide written notice thereof forward to Tenant (a written letter setting forth the “Notice of Offer”)proposed tenant for the Vacant Space, specifying the material all economic terms and conditions of a proposed lease to Tenant of the Available Premisesoffered, which shall be the same as the terms of the bonafide offer, except that the term of any the proposed lease entered into by Tenant with respect to and the Available Premises shall be coterminous with propsed commencement date of the Term. 43.1term of the proposed lease (the "Notice"). Within five seven (57) business days following its of Tenant's receipt of a Notice of Offerthe Notice, Tenant shall advise Landlord in writing whether if Tenant elects wishes to lease the Available Premises on Vacant Space. (B) In the event Tenant exercises its option to lease any Vacant Space, this Lease shall be modified in writing to reflect that the Vacant Space shall be added to and become part of the Demised Premises. Such written modification shall contain, among other things, the following terms and conditions set forth conditions: (i) The Vacant Space shall be leased to tenant in its "as is" condition and Landlord shall not be obligated to make any repairs or modifications to the Vacant Space prior to Tenant's taking occupancy except if the Notice contains provisions for Landlord's Work in the Notice of Offer. If Tenant fails Vacant Space or a work allowance or any other obligation Landlord agreed to notify Landlord of Tenant’s election within said five do in such bona fide offer. (5ii) business day period, then Tenant The Fixed Basic Rent for the Vacant Space shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenantNotice. 43.4. Notwithstanding anything (iii) The Commencement Date for the Vacant Space shall be the Commencement Date of the term set forth in this Section 43 to the contrary, Tenant Notice. (iv) The Termination Date for Tenant's occupancy of the Vacant Space shall not exercise be the ROFR during such period of time that Tenant is in default under any provision same as the Termination Date of this Lease. Any attempted exercise . (C) In the event Tenant either fails to advise Landlord in writing if Tenant wishes to lease the Vacant Space within seven (7) business days of Tenant's receipt of the ROFR during Notice or fails to enter into a period Lease Modification Agreement within fourteen (14) days of time in which advising Landlord that Tenant is so in Default wishes to lease the Vacant Space, the right of first refusal contained herein shall be become null and void and of no further effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a one-time right of first refusal (“ROFR”) as to any each rentable premises in the Building for which Landlord is seeking a tenant (“Available ROFR Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Term with respect to the entire Premises. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord receives a bonafide offer intends to lease from a third party tenant the Available ROFR Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five ten (510) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five ten (510) business day period, then Tenant shall be deemed to have elected not to lease the Available PremisesROFR Premises pursuant to such Notice of Offer. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five ten (5) business day 10)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant’s election (or deemed election) not to a third party tenantlease the Available ROFR Premises. 43.4. Notwithstanding anything in this Section Article 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of default under this Lease, if the defaults were not cured within applicable notice and cure periods, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During a. If during the first (1st) three (3) years after the Term Commencement DateLease Term, Tenant shall have Suite 300 of Building B is available for lease and Landlord enters into a right letter of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from intent with a third party tenant covering all of the Available Premisesessential terms (collectively, which offer is acceptable to Landlord in its sole and absolute discretionthe “Third Party Terms”) for any of such space (the “First Refusal Space”), then Landlord shall provide written deliver a notice thereof to Tenant (the “Notice of OfferFirst Refusal Notice”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects offering to lease the Available Premises on First Refusal Space to Tenant under the terms and conditions Third Party Terms (the “ROFR Terms”). As used in this Paragraph 6 only, the term available for lease means that the First Refusal Space is neither: (i) subject to any rights of third parties existing as of the date of this Amendment, including, without limitation, previously granted rights of first notice, expansion rights, extension rights, options to lease, or other previously granted rights, nor (ii) subject to renewal by its current tenant, Statewide, whether or not such renewal is pursuant, to an option to renew set forth in its lease as of the Notice date of Offer. If this Amendment. b. Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not may elect to lease the Available Premises. 43.2First Refusal Space under the ROFR Terms by delivering a notice (the “Response Notice”) to Landlord within 5 business days after the date Tenant receives the First Refusal Notice. If Tenant timely notifies (i) Landlord that Tenant elects to lease does not receive the Available Premises on Response Notice within the terms and conditions set forth 5 business day period or (ii) in the Response Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on First Refusal Space under the ROFR Terms, then Tenant is deemed to waive its right to lease the First Refusal Space and Tenant has no further rights under this Paragraph 6. Notwithstanding the foregoing, however, if Landlord does not then execute a lease for the First Refusal Space with any third party, under economic terms and conditions no more than 5% different from those set forth in the Third Party Terms, then this Paragraph 6, and the parties’ rights and obligations hereunder, will be reinstated in their entirety. c. If Tenant timely delivers a Response Notice of Offer, or if Tenant fails electing to notify Landlord of Tenant’s election within lease First Refusal Space under the five (5) business day period described aboveROFR Terms, then Landlord shall have promptly prepare, and deliver to Tenant an amendment to the right Lease adding the First Refusal Space to consummate the lease of Premises upon the Available Premises on the same terms as set forth ROFR Terms, which amendment will be in the Notice of Offer a form substantially similar to a third party tenantthis Amendment. Landlord and Tenant shall execute and deliver such amendment within 5 business days thereafter. 43.4. Notwithstanding anything in this Section 43 d. Landlord is not obligated to offer the contraryFirst Refusal Space to Tenant, and Tenant shall may not exercise its option to lease the ROFR during such period of time that First Refusal Space, if Tenant is in default under any provision the Lease at the time Landlord would otherwise be obligated to give notice to Tenant under this Paragraph. The Right of this Lease. Any attempted exercise First Offer set forth in Section 7 of the ROFR during a period of time in which Tenant First Amendment is so in Default hereby deleted and shall be void and of no further force and effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any six hundred thirty-four (634) rentable premises square feet located in Suites 315 B and C of the Building for which Landlord is shall be seeking a tenant following the Original Premises Surrender Date (“Available ROFR Premises”). In the ; provided, however, that in no event shall Landlord receives a bonafide offer be required to lease from a third party tenant any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms. Following the Original Premises Surrender Date, Landlord intends to lease the Available ROFR Premises, which offer is acceptable to Landlord in its sole and absolute discretion, . Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.110.1. Within five ten (510) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five ten (510) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal to lease any space immediately adjacent to the Premises (the “ROFRROFR Space”) as to any rentable premises in that becomes available for lease after the Building for which Landlord is seeking a tenant (“Available Premises”)Commencement Date on the terms set forth below. In the event If Landlord receives a bonafide bona fide written offer to lease from a third party tenant the Available Premises, which offer is acceptable ROFR Space that Landlord desires to Landlord in its sole and absolute discretionaccept, Landlord shall provide written notice 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 Tenant (lease the “Notice of Offer”), specifying ROFR Space upon the material same terms and conditions of a proposed lease to Tenant of set forth in the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1applicable Offer Notice. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise notify Landlord in writing whether Tenant elects to lease the Available Premises on 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 Offerthe 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 notify Landlord of Tenant’s election within said five (5) business day periodtimely exercise its right hereunder, then Tenant such right shall be deemed lapse as to have elected not the ROFR Space covered by the applicable Offer Notice, time being of the essence with respect to the exercise thereof, and Landlord may lease the ROFR Space to the third party submitting the applicable offer on the terms set forth in the applicable Offer Notice. If Landlord fails to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects such ROFR Space to lease the Available Premises such third party on the terms and conditions set forth contained in the Offer Notice within one year after Tenant’s receipt of Offerthe applicable Offer Notice, then Landlord shall may not lease the Available Premises 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 upon 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 terms Building. Tenant’s rights hereunder shall terminate if (a) this 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 conditions set forth in the is continuing , or (d) Tenant receives an Offer Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not and fails to exercise its right to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election ROFR as provided herein within the five allotted seven (57) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1sti) three (3) years after the Term Commencement DatePrior to granting consent to any proposed assignment, Tenant Franchisor shall have a right of first refusal to purchase the franchised business from Franchisee. Franchisee shall notify Franchisor of its desire to sell, assign or transfer the franchised business by written notice setting forth the proposed terms and conditions for such sale, assignment or transfer. Franchisor shall then notify Franchisee in writing within thirty (“ROFR”30) days after receipt of such notice as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”)whether or not Franchisor wishes to exercise its right of first refusal on such terms and conditions. In the event Landlord receives a bonafide an offer to lease is received by Franchisee from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be within the same time frame as an offer from Franchisor under paragraph 27 of this Agreement is sent to Franchisee to purchase the terms of Franchise, the bonafide offer, except that the term of any lease entered into by Tenant with respect letter dated first to the Available Premises or from Franchisor shall be coterminous with the Termtake precedence. 43.1. Within five (5ii) business days following If Franchisor determines not to exercise its receipt right of first refusal at that time, then Franchisor may assist Franchisee to find a Notice of Offer, Tenant shall advise Landlord suitable buyer from among those prospective franchisees with whom Franchisor has been in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offercontact. If Tenant fails within the said thirty (30) day period Franchisor has not been able to notify Landlord of Tenant’s election within said five (5) business day periodassist Franchisee, then Tenant shall be deemed Franchisee may commence its efforts to have elected not to lease sell the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretionfranchised business; provided, however, that LandlordFranchisee shall submit all proposed advertisements for the sale of the franchised business to Franchisor for its reasonable prior written approval as to form. (iii) Once Franchisee receives a bona fide offer to purchase from a third party, Franchisee shall deliver written notice to Franchisor setting forth all of the terms and conditions of the proposed sale and all available information concerning the proposed assignee, as well as a statutory declaration of Franchisee or an officer thereof attaching a true and complete copy of the offer. Franchisor shall have the right to communicate directly with the offeror upon Franchisee’s acceptance of the offer conditional upon Franchisor’s prior right of first refusal, or upon Franchisee notifying Franchisor that Franchisee is willing and intends to accept the offer if Franchisor does not exercise its right of first refusal. Within thirty (30) days after Franchisor’s receipt of such notice and information, Franchisor shall notify Franchisee in writing as to whether or not it will exercise its right of first refusal on the same terms and conditions excluding any agent or broker fees that would be payable by Franchisee, or if not, whether or not it consents or does not consent shall not be required for Tenant’s to the proposed sale and assignment of this Agreement to the ROFR proposed assignee, together with any reasonable conditions of Franchisor’s consent, or the reasons for Franchisor’s non-consent. Franchisor’s consent, if any, will be conditioned upon the same factors as set forth above in connection with an Allowed Transferrespect of any proposed assignment.

Right of First Refusal. During No Sankaty Stockholder may make any Transfer of Preferred Stock pursuant to clause (b)(v) of Section 2.1 unless such Sankaty Stockholder complies with the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right provisions of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”)this Section 2.4. In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant The transferring Sankaty Stockholder (the “Transferring Sankaty Stockholder”) will deliver a written notice (the “Sankaty Offer Notice”) to each HIG Stockholder. The Sankaty Offer Notice will disclose in reasonable detail the desired number of Offer”)shares of Preferred Stock to be transferred, specifying and the material desired price, terms and conditions of a proposed lease the Transfer. The HIG Stockholders (or their designees) may elect to Tenant purchase all (but not less than all) of the Available Premises, which shall be Preferred Stock specified in the same as Sankaty Offer Notice at the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises price and on the terms specified therein by delivering written notice (the “HIG Acceptance Notice”) of such election to the Transferring Sankaty Stockholder and conditions set forth the other non-transferring Sankaty Stockholders within twenty (20) days after receipt of the Sankaty Offer Notice (the “Election Period”). If the HIG Stockholders elect to purchase all of the Preferred Stock being offered, the Transfer of such Preferred Stock will be consummated within thirty (30) days after expiration of the Election Period. If the HIG Stockholders do not elect to purchase all of the Preferred Stock being offered, the Transferring Sankaty Stockholder may, within ninety (90) days after the expiration of the Election Period, complete the Transfer of such Preferred Stock at a price equal to or greater than the price listed in the Sankaty Offer Notice and otherwise on terms no more favorable to the transferees than the terms offered to the HIG Stockholders in the Sankaty Offer Notice, provided, that no such Transfer may be completed unless each of Offersuch transferees shall have executed and delivered to the Company an Instrument of Accession. If Tenant the Transferring Sankaty Stockholder fails to notify Landlord consummate such Transfer on such terms within the ninety (90) day period after the expiration of Tenant’s election within said five (5) business day periodthe Election Period, then Tenant any subsequent proposed transfer of such Sankaty Securities shall be deemed once again subject to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice provisions of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period2.4. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During Subject and subordinate only to the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a continuing right of first refusal (“ROFR”) as offer granted to [***] Company with respect to any rentable premises in available space on the Building for which Landlord is seeking a tenant tenth (“Available Premises”10th) floor (as it exists as of the date of this Lease) and to [***] expansion rights covering the ROFO Encumbered Premises (as it exists as of the date of this Lease). In , if at any time during the event Right of First Refusal Period Landlord receives a bonafide offer to lease from a third party tenant bona fide proposal for any space comprising the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretionExpansion Premises (whether or not such space has been the subject of an Offer Notice), Landlord shall provide Tenant written notice thereof to Tenant along with the material terms of such offer (the “Notice of OfferRFR Notice”), specifying . Landlord may keep confidential the material terms and conditions of a proposed lease to Tenant identity of the Available Premises, which proposed tenant and Tenant shall be the same have no right to inquire as the terms of the bonafide offer, except that the term of any lease entered into by to such identity. Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five have four (54) business days following its after receipt of a RFR Notice of Offer, Tenant shall from Landlord to advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5the “RFR Acceptance”) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available subject Expansion Premises on the same terms and conditions as Landlord has specified in its RFR Offer Notice, provided that the term of this Lease for the Expansion Premises shall be co-terminous with the term of this Lease for the original Premises. If the RFR Acceptance is so given, then within promptly thereafter, Landlord and Tenant shall sign an amendment to this Lease, adding the Expansion Premises to the Premises and incorporating all of the terms and conditions originally contained in Landlord’s Offer Notice. If Tenant does not tender the RFR Acceptance of the RFR Offer Notice, within the time periods set forth herein, then Landlord may lease such portion of the Expansion Premises as is then available to any third party it chooses without liability to Tenant on all of the same material terms and conditions as those specified in Landlord’s RFR Offer Notice, subject to Tenant’s rights under this Section 24. With the express understanding that ▇▇▇▇▇▇’s expansion rights hereunder are a material inducement for Tenant to enter into this Lease, Landlord represents and warrants that, subject to [***] rights with respect to the ROFO Encumbered Premises as set forth in above, neither [***] nor any other party has a right superior to Tenant, or to which Tenant’s rights are subject and subordinate, covering any other space on the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to 11th floor, which representation and warranty shall survive the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision expiration or earlier termination of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect[***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure periodCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During Sublandlord and Subtenant, agree that neither will retain any right to exercise the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right rights of first refusal (“ROFR”) as to any rentable premises in under Article 52 of the Building for which Landlord is seeking a tenant (“Available Premises”). In Master Lease and Article 52 of the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord Master Lease will be deleted in its sole entirety. Notwithstanding the foregoing, Subtenant, and absolute discretiononly Subtenant, Landlord shall provide written notice thereof to Tenant (will have the “Notice following first right of Offer”)refusal: a. During the Sublease Term, specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same so long as the terms Subtenant is not in default under the Master Lease or the Sublease and no event has occurred or fact exists which, but for the passage of time or the bonafide offergiving of notice, except that would constitute a default under the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term.Master Lease or 43.1. Within b. If, within five (5) business days following its after receipt of Landlord's notice, Subtenant delivers to Landlord a Notice written notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects Subtenant's intent to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected Additional 11th Floor Space for a lease term not to exceed the Sublease Term (including any then exercised lease the Available Premises. 43.2. If Tenant timely notifies renewal options), Landlord that Tenant elects will proceed to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the negotiate directly with Subtenant for a lease of the Available Premises Additional 11th Floor Space on the same terms as set forth contained in the Notice Master Lease and the Sublease, except: (i) the Rental Terms will be incorporated into a new lease or an amendment to the Master Lease and Sublease; (ii) if a new lease is utilized, the new lease and the Master Lease and Sublease will be cross-defaulted; and (iii) lease terms that are dependent upon the size of Offer the premises, such as Subtenant's proportionate share of expenses, will be modified accordingly. If the lease renewal option available under Paragraph 15 of the Sublease has not been exercised, the new lease or lease amendment also will contain a renewal option similar to that contained in the Sublease at the fair rental value for the Additional 11th Floor Space. If Subtenant does not deliver its notice of intent to lease the Additional 11th Floor Space in a timely manner, or if Landlord and Subtenant are unable to agree on the terms of a lease for the Additional 11th Floor Space within ten (10) days following Subtenant's delivery of its written notice of intent, Subtenant's FRR for the Additional 11th Floor Space will terminate, and Landlord will have the right to lease the Additional 11th Floor Space or any portion of the Additional 11th Floor Space to a third party tenanton the same or substantially similar Rental Terms. 43.4. Notwithstanding anything in this Section 43 c. This first right of refusal to lease the contraryAdditional 11th Floor Space is a one time right that is personal only to Ugly Duckling Holdings, Tenant shall Inc. and is not exercise transferrable or assignable and is not exercisable by the ROFR during such period of time that Tenant is in default Sublandlord under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.Sublease,

Right of First Refusal. (a) During the first period beginning upon the date upon which the Lease is fully executed, and ending on the twenty-fourth calendar month anniversary thereafter (1stthe "Right of First Refusal Period"), provided that this Lease shall then be in full force and effect, and subject to Article 31(b) three below, Landlord shall, at any such time during the Right of First Refusal Period that Landlord receives a written proposal to lease any portion of the second floor of the Building which is available for lease during the Right of First Refusal Period (3the "Right of First Refusal Space") years after which Landlord is willing to accept (each, an "Offer") from a bona fide prospective tenant (the Term Commencement Date"Prospective Tenant"), notify Tenant, in writing, of the Offer. Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premisesoption, which offer is acceptable exercisable by notice to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within within five (5) business days following its after receipt of a Notice of OfferLandlord's notice (the "Offer Notice"), Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises Right of First Refusal Space so offered (the "Offered Space") upon such terms and conditions 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 the expiration of the Term, except: (i) that the per square foot Tenant Work Allowance for the Offered Space shall 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 Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant rent commencement for the Offered Space shall be deemed 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 have elected the 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), the parties shall enter into a supplemental agreement to this Lease incorporating the Offered Space as part of the Premises. In the event that (i) Tenant elects not to exercise the option contained herein and (ii) Landlord does not execute a lease for the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of OfferOffered Space, then Landlord shall lease re-offer the Available Premises to Tenant upon the terms and conditions set forth Offered Space in the Notice event Landlord receives a subsequent bona fide written offer for said space during the Right of OfferFirst Refusal Period. 43.3. If Tenant notifies Landlord that Tenant elects not (b) For the purposes of this Section, a "bona fide" prospective tenant shall mean a party wholly unrelated to lease the Available Premises on the terms and conditions set forth in the Notice Palm, Inc. or any affiliate of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenantLandlord. 43.4. (c) Notwithstanding anything in this Section 43 herein contained to the contrary, Tenant shall not exercise have any of the ROFR during such period of time that rights contained in this Section if Tenant is then in default under beyond the expiration of applicable grace or cure periods of any provision of the terms, conditions, covenants or provisions of this Lease. Any attempted exercise , nor shall Tenant have any of the ROFR during a period of time rights contained in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR this Section if Tenant has committed a Default two (2) or failed to pay Rent pursuant to the provisions of this Lease on more times than one occasion during the immediately preceding twelve (12) month period prior period. Landlord represents and warrants to Tenant that there are no other parties with any rights to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment second floor of the ROFR in connection with an Allowed TransferBuilding that are superior to Tenant's rights under this Section.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have have, until February 1, 2008, a one-time right of first refusal offer (“ROFRROFO”) as to any rentable premises in the Building up to five thousand (5,000) rentable square feet other than the Available ROFR Premises, in each case for which Landlord is seeking a tenant (“Available ROFO Premises”). In the event Landlord receives a bonafide offer intends to lease from a third party tenant make the Available Premises, which offer is acceptable ROFO Premises available to Landlord in its sole and absolute discretionlease, Landlord shall provide written notice thereof to Tenant (the “Notice of OfferAvailability”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. (a) Landlord will send Tenant a Notice of Availability within ten (10) days after Landlord determines to seek a tenant for any Available ROFO Premises. (b) Within five fifteen (515) business days following its receipt of a Notice of OfferAvailability, Tenant shall advise Landlord in writing whether and on what material terms Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of OfferROFO Premises. If Tenant fails to notify Landlord of Tenant’s election within said five fifteen (515) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFO Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. (c) If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of OfferROFO Premises, or if Tenant fails to notify Landlord of Tenant’s election within the five fifteen (5) business day 15)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFO Premises on the same terms as set forth in the Notice of Offer to a third party with another tenant. 43.4. (d) Notwithstanding anything in this Section 43 9 to the contrary, Tenant shall not exercise the ROFR ROFO during such period of time that Tenant is in default under any provision of the Lease, as modified by this LeaseAmendment. Any attempted exercise of the ROFR ROFO during a period of time in which Tenant is so in Default default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR ROFO if Landlord has given Tenant has committed a Default two (2) or more times notices of default under the Lease, as modified by this Amendment, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure periodROFO. 43.5. (e) Notwithstanding anything in the Lease or this Lease Amendment to the contrary, Tenant shall not assign or transfer the ROFRROFO, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first Initial Term (1st) three (3) years after but not any extensions or renewals thereof), Landlord shall not lease all or any part of the Term Commencement DateReserved Area specified in Paragraph 22 of the Basic Lease Information, Tenant shall have a right except as provided in this Section 43. Subject to the current rights of first refusal (“ROFR”) as to any rentable premises other tenants in the Building for which Building, if at any time during the Initial Term Landlord is seeking receives from a tenant bona fide third party an offer (or offers to a bona fide third party the right) to lease all or any part of the Reserved Area on terms acceptable to Landlord. Landlord agrees to deliver to Tenant a notice as set forth in this Section 43.a (the “Available PremisesAvailability Notice”). In Such Availability Notice shall set forth the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is rental rate and such other terms as are acceptable to Landlord in its sole discretion (consistent with the terms set forth in the offer received from or delivered to such bona fide third party), and absolute discretion, Landlord shall provide written notice thereof set forth the portion of the Reserved Area offered to Tenant the third party and any additional area in the Building included in such offer (the “Notice of OfferExpansion Area”). If Tenant, specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within within five (5) business days following its after receipt of a Notice of Offerthe Availability Notice, Tenant shall advise Landlord indicates in writing whether Tenant elects its agreement to lease the Available Premises Expansion Area on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day periodAvailability Notice, then Tenant the Expansion Area shall be deemed included within the Premises and leased to have elected not Tenant pursuant to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease terms and conditions of the Available Premises Availability Notice and otherwise on the terms and conditions set forth in of this Lease. Accordingly, the Notice Base Rent payable under this Lease shall be increased by the amount of OfferBase Rent attributable to the Expansion Area and Tenant’s proportionate share of Estimated Operating Costs and Actual Operating Costs shall be adjusted to reflect the addition of the Expansion Area. The parties shall promptly execute an amendment to this Lease stating the addition of the Expansion Area to the Premises, then Landlord shall lease the Available Premises to Tenant upon the terms rent adjustments and conditions set forth in the Notice of Offer. 43.3such other modifications described above. If Tenant notifies Landlord that Tenant elects does not to lease the Available Premises on the terms and conditions set forth in the Notice of Offerindicate, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described abovedays after receipt of the Availability Notice, then its agreement to lease the Expansion Area, Landlord thereafter shall have the right to consummate lease the lease of the Available Premises on the same terms as set forth in the Notice of Offer Expansion Area to a any third party tenant. 43.4. Notwithstanding anything in and Tenant shall no longer have any right to the Reserved Area, it being the agreement by the parties hereto that Tenant’s right to the Reserved Area pursuant to the terms of this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure periodone-time right only. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During In the first event that during the Term, including any Option Term if properly exercised hereunder, Landlord receives a bona fide, arms-length, executed written offer (1stwhether in the form of a letter of understanding, letter of intent or memorandum) three from an unrelated third party to lease all or any portion of available Rentable Area of the Buildings which is contiguous to the Premises (3“Expansion Space”) years 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 Expansion Space, including the rental rate, term and any allowances. Tenant may lease the Expansion Space set forth in the 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 the terms set forth in the Space Offer Notice (except for the Base Rent which shall be the lower of the Base Rent in the Space Offer Notice or the Base Rent payable pursuant to Paragraph 3.1 of this Lease) and the Expansion Space shall be delivered in its “as-is, where-is” condition, unless otherwise agreed to in the 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 such an amendment (“Expansion Space Amendment”). Notwithstanding the foregoing, if the lease term in the Space Offer Notice is longer than the Term Commencement Dateremaining 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 above, Tenant’s right to lease the Expansion Space shall have terminate and Landlord shall be free to lease the Expansion Space to a third party for which a Space Offer Notice was given and the right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord granted herein shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Termterminate. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During (a) If at any time and each time prior to the first twenty (1st20) three (3) years after year anniversary of the Term Commencement DateBusiness Transfer Time, Tenant shall have Burgundy desires to sell all or a right portion of first refusal (“ROFR”) as the Natrium Excess Land to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premisesparty, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord Burgundy shall provide written give notice thereof to Tenant (the “Notice Offer Notice”) thereof to Spinco, together with the price and a summary of Offer”), specifying the other material terms and conditions of pursuant to which Burgundy desires to sell all or a proposed lease to Tenant portion of the Available PremisesNatrium 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 execution of a mutually satisfactory Contract of sale as hereinafter provided) as set forth in the 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 (such period is hereinafter referred to as the terms “Response Period”). Notwithstanding anything to the contrary in this Agreement, the First Refusal Right described in this Section 6.12 shall not be applicable to any sale of the bonafide offerNatrium Excess Land by Burgundy to a Subsidiary or Affiliate of Burgundy, except provided, that the term following any such sale, such Subsidiary or Affiliate of any lease entered into by Tenant with respect to the Available Premises Burgundy shall be coterminous with the Termsubject in all respects to this Agreement. 43.1. Within five (5b) business days following its receipt If Spinco shall give the Election Notice within the Response Period, Spinco and Burgundy shall promptly proceed to negotiate an agreement (the “Natrium Excess Land Agreement”) to purchase the Natrium Excess Land at the price and otherwise on all of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the material terms and conditions set forth in the Offer Notice and otherwise on such other customary terms for the purchase of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day periodcomparable properties, then Tenant shall be deemed to have elected not to lease the Available Premisesas Spinco and Burgundy may mutually agree upon. 43.2. (c) If Tenant timely notifies Landlord that Tenant elects Spinco shall fail to lease the Available Premises on the terms and conditions set forth in the give an Election Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five Response Period, (5i) business day period described above, then Landlord Burgundy shall have the right to consummate sell the lease of Natrium Excess Land at the Available Premises price and on the same other terms as and conditions no less advantageous in any material respect to Burgundy than that set forth in the Notice Offer Notice, free and clear of Offer to a third party tenant. 43.4. Notwithstanding anything in any rights or claims of Spinco under this Section 43 to the contrary6.12, Tenant and (ii) provided Burgundy has not materially breached its obligations under this Section 6.12, this Section 6.12 shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall terminate and be null, void and of no further force or effect. In addition; provided, Tenant that Spinco shall not be entitled again have the right to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior First Refusal Right pursuant to the date on which Tenant seeks to exercise provisions of this Section 6.12 if any of the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease following conditions occurs: (a) the terms and conditions of sale to the contrary, Tenant shall not assign or transfer the ROFR, either separately or third party are less advantageous in conjunction with an assignment or transfer of Tenant’s interest any material respect to Burgundy than set forth in the LeaseOffer Notice, without Landlord’s prior written consent, which consent Landlord may withhold in its sole or (b) the definitive agreement(s) providing for the sale are not executed and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment delivered with a purchaser within 120 days after the giving of the ROFR in connection applicable Offer Notice and subsequently consummated with an Allowed Transfersuch purchaser within six (6) months of execution of the definitive agreements.

Right of First Refusal. During In the event that at any time during the first two (1st) three (32) 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 Term Commencement DateFirst Refusal Notice (the "ELECTION DATE"), Tenant shall have a 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 the First Refusal Notice, but upon Tenant's lack of need for such First Refusal Space, in which event Landlord may lease such First Refusal Space to any entity on any terms Landlord desires and Tenant's right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises First Refusal Space specified in the First Refusal Notice shall thereupon terminate and be coterminous with the Term. 43.1. Within five of no further force or effect; or (5iii) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects decline to lease the Available Premises on First Refusal Space, specifying that such decline is based upon the terms and conditions set forth in the First Refusal Notice, in which event Tenant shall also specify in Tenant's Election Notice of Offerrevised terms upon which Tenant would be willing to lease such First Refusal Space. If Tenant fails does not so respond in writing to notify Landlord of Tenant’s election within said five (5) business day periodthe First Refusal Notice by the Election Date, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2option described in clause (ii) above. If Tenant timely notifies delivers to Landlord that Tenant elects Tenant's Election Notice pursuant to clause (iii) above, Landlord may elect either to: (a) lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises such First Refusal Space to Tenant upon the revised terms and conditions set forth specified by Tenant in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to Tenant's Election Notice; or (b) lease the Available Premises on First Refusal Space to any person or entity upon any terms Landlord desires; provided, however, if (1) the terms and conditions set forth of Landlord's proposed lease to said third party are more favorable in any material way to the Notice of Offerthird party than those terms proposed by Tenant in Tenant's Election Notice, or if (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 fails to notify Landlord of Tenant’s election within the five such more favorable terms (5or such reduced size) business day period described above, then Landlord and Tenant shall have the right to consummate lease the First Refusal Space upon such more favorable terms (or as to such reduced size) by 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 deemed to have elected the option described in clause (ii) above. In determining whether the terms of the Available Premises on the same terms as set forth in the Notice of Offer Landlord's proposed lease to a third party tenant. 43.4are 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. Notwithstanding anything If Tenant leases any First Refusal Space pursuant to this Section 1.4, as 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 Section 43 to 1.4 shall be exercisable by the contraryoriginal Tenant and a Permitted Transferee only if the original Tenant or Permitted Transferee, 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 not have the right to exercise its right of first refusal if, as of the ROFR during date of the attempted exercise of such period of time that right by Tenant, Tenant is in default under any provision this Lease after the expiration of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any all applicable cure periodperiods. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have the prior right to lease Suite 445, containing approximately 7,534 rentable square feet, located on the 4th floor of the Building (“ROFR Space”), in accordance with the following terms and conditions: (a) Tenant acknowledges that Landlord is currently in negotiations with a AmeriFirst Financial, Inc., an Arizona corporation and/or its affiliates for the ROFR Space (“Anticipated 4th Floor Tenant”) and that Tenant’s right of first refusal offer to the lease ROFR Space under this Section 60 will not become effective until the termination of the lease for the Anticipated 4th Floor Tenant (the “ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available PremisesSuite 445 Lease”). In . (b) Following the expiration of or earlier termination of the Suite 445 Lease, in the event Landlord receives shall receive a bonafide bona fide third party offer to lease from the ROFR Space on terms which Landlord wishes to accept, or, in the event Landlord offers (subject to Tenant’s rights hereunder) to lease the ROFR Space on terms which a bona fide third party tenant the Available Premiseswishes to accept, which offer is acceptable to Landlord then, in its sole and absolute discretioneither such event, Landlord shall forthwith provide written notice thereof to Tenant, together with a true and correct copy of such offer. Tenant (shall have the “Notice of Offer”)right, specifying the material terms at Tenant’s option and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within within five (5) business days following its after receipt of a Notice of Offersuch notice from Landlord, Tenant shall advise Landlord in writing whether Tenant elects to exercise its right hereunder to lease the Available Premises on ROFR Space at the rent and upon the terms contained in such offer, in which event Landlord shall lease the ROFR Space to Tenant at said rent and conditions set forth in upon said terms. Landlord covenants that it shall not accept any such offer nor lease the Notice of Offer. ROFR Space to any third party until it has complied with the terms hereof. (c) If Tenant fails to notify Landlord exercise its right of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election first refusal hereunder within the five (5) business day notice period described aboveprovided for in the preceding subparagraph (a), then Landlord shall have thirty (30) days thereafter within which to lease the ROFR Space at the price and upon the terms of such offer without resubmitting such offer to Tenant in accordance herewith. However, Tenant’s election not to exercise its right hereunder to consummate lease the lease ROFR Space shall not prejudice Tenant’s rights hereunder as to any further offer, and in the event the price and/or other terms of the Available Premises on the same terms as set forth offer are modified in any material manner (including, but not limited to, any reduction in the Notice rent of Offer more than four percent), then such modification shall be deemed to constitute a third party tenant. 43.4new offer and shall be subject to Tenant’s right of first refusal hereunder. Notwithstanding anything in The foregoing notwithstanding, (a) Tenant shall have no rights under this Section 43 to the contrary, Tenant shall not exercise the ROFR during such any period of time that Tenant it is in default under any provision this Lease beyond applicable cure periods, and (b) Tenant’s rights in this Section shall become null and void upon the first to occur of the following: (i) termination of this Lease. Any attempted Lease (or Tenant’s right of possession) by reason of Tenant’s default, or the termination of this Lease pursuant to other provisions of this Lease providing for termination, or (ii) Tenant’s failure to exercise its right of first refusal hereunder in accordance with Section 60(b), above, then Tenant’s rights with respect to all of the ROFR during a period Space shall terminate. Upon the occurrence of time in which any of the foregoing events, Tenant is so in Default shall be deemed to have forever waived its rights with respect to all of the ROFR Space, and Tenant’s rights hereunder shall thereafter automatically be deemed null and void and of no further force and effect. In additionNotwithstanding anything to the contrary in this Section 60, Tenant shall not be entitled acknowledges that in the event any other tenant of the Building or the Project with a prior right to lease the ROFR Space elects to exercise its right to lease the ROFR if Tenant has committed Space, Tenant’s rights set forth in this Section 60 shall be of no force or effect with respect to the ROFR. For the purposes of the foregoing sentence, a Default two “prior right to lease” shall mean any tenant occupying its premises directly or as an assignee (2but not as a subtenant, licensee, or concessionaire) or more times during the twelve under: (12a) month period a lease that was executed prior to the date on which Tenant seeks to exercise Effective Date (a “Prior Lease”); or (b) a renewal or extension of a Prior Lease; or (c) the ROFR, whether Suite 445 Lease (including any renewals or not Tenant cures such Defaults within any applicable cure periodextensions). 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During Tenant shall have a one-time right of first refusal to lease that certain space within the Property known and numbered as Suite 185 (the “Option Space”), pursuant to the following terms and conditions. Provided this Lease is in full force and effect and Tenant is not in Default hereunder, Landlord agrees to notify Tenant in writing the first (1st) three (3) years after the Term Commencement Datetime Landlord has a prospective third party tenant who in Landlord’s reasonable determination is ready, willing and able to occupy and lease all or any portion of said Option Space. Upon receipt of Landlord’s notice, Tenant shall have a right ten (10) days in which to notify Landlord in writing of first refusal (“ROFR”) as its election to any rentable premises lease not less than all of the Option Space set forth in the Building for which Landlord is seeking a tenant (“Available Premises”)Landlord’s notice. In the event Tenant does not notify Landlord receives a bonafide offer within said ten (10) days, Tenant’s rights with respect to the space identified in Landlord’s notice will be null and void, and Landlord may lease from a third party tenant the Available Premisessuch space to any prospective tenant, which offer is acceptable to at such rental and upon such terms and conditions as Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3judgement may desire. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord within said ten (10) days of Tenant’s election within to lease the five (5) business day period described abovespace identified in Landlord’s notice, then Landlord Tenant shall have lease the right to consummate the lease of the Available Premises on applicable Option Space upon the same terms and conditions as set forth in this Lease, except as follows: (a) The term for the Notice Option Space shall commence on the first day of Offer the calendar month following Tenant’s notice of election to Landlord, and shall thereafter run concurrent with the term of this Lease with respect to the primary space. (b) Tenant shall accept any said Option Space in its then “AS IS” condition; and, except to the extent that any interior finish construction or allowance is included as part of the determination of market rate pursuant to Section 32(c), Landlord shall have no obligation to perform any alterations or improvements within such space, other than to remove one (1) secretarial desk and repair or replace the carpet under such desk. (c) The Base Rent for any said Option Space shall be based upon the Base Rent that Tenant is paying for the primary space at the time that Tenant wishes to take delivery of the applicable Option Space. Notwithstanding anything to the contrary in this Section, in no event shall the annual per square foot rate payable for any Option Space be less than the then current annual per square foot rate payable for the primary space then being leased by Tenant. (d) Tenant’s proportionate share, for purposes of determining Tenant’s obligation for Additional Rent or any other charge payable to Landlord under this Lease shall be equitably increased to reflect the additional square footage of the applicable Option Space. WHEREFORE, Landlord and Tenant have respectively executed this Lease the day and year first above written. TENANT: LANDLORD: EARGO, INC. LAGOS PROPERTIES, LLC By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Print Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: CEO Title: CEO Tenant agrees to comply with the following rules and regulations, and any subsequent rules or regulations which Landlord may adopt or modify from time to time. Tenant shall be bound by such rules and regulations to the same extent as if such rules and regulations were covenants of (his Lease; and any non-compliance thereof shall constitute a third party Default tinder this Lease. Landlord shall not be liable to Tenant for the non-observance of any of said rules and regulations by any other tenant. 43.4(1) No sign or advertisement shall be displayed by Tenant on the outside or the inside (and visible from the outside) of the Premises without the prior written consent of Landlord. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under use any provision of this Lease. Any attempted exercise picture or likeness of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall Property many not be entitled to exercise the ROFR if Tenant has committed a Default two (2) ices or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Leaseadvertisements, without Landlord’s prior written consent. (2) Landlord shall provide and install, at Tenant’s expense, such letters and/or numerals on the main entrance to the Premises, and on the building directory, to identify Tenant’s name. All such letters and numerals shall be of building standard graphics, and no other signage shall be used or permitted. All such signage so placed shall be at Tenant’s risk. Tenant shall cause the removal of all such signage from the Property at the end of Tenant’s term, or Landlord may cause such removal at Tenant’s expense, (3) No additional locks shall be placed upon any door of the Premises, and Tenant shall not permit any duplicate keys to he made, without the prior consent of Landlord. Upon the expiration or earlier termination of this Lease, Tenant shall surrender to Landlord all keys to the Premises and Properly. (4) Landlord retains the power to prescribe the weight and proper position of safes, mechanical equipment, and any other bulky or excessively weighty objects. All such objects shall be moved into or out of the Premises under the prior written consent and supervision of Landlord and at such times and according to such regulations as may be designated from time to time by Landlord. Notwithstanding such supervision, Tenant shall be responsible for all damage to the Property caused by moving such objects. (5) Tenant shall not install any additional lighting, or use any data processing equipment which utilizes power other than 110 electrical current to the Premises. Tenant shall not use any other fuel source other than electricity to heat, cool or light the Premises. Tenant shall not install any air-conditioning apparatus in the Premises. Tenant shall not permit any animals or any foul or noxious gas, noise, odors and/or vibrations in the Premises which may obstruct or interfere with the rights of other tenant(s) in the Property. (6) Tenant shall not permit within the Premises any animals other than service animals; nor shall Tenant create or allow any foul or noxious gas, noise, odors, sounds, and/or vibrations within the Premises, or create any interference with the operation of any equipment or radio or television broadcasting/reception from within or about the Property, which consent Landlord may withhold obstruct or interfere with the rights of any other tenant(s) in its sole and absolute discretion; provided, however, that the Property. (7) Tenant shall not contract for any work or service to be performed to or within the Premises which might involve the employment of labor incompatible with Landlord’s consent employees or the employees of contractors doing work or performing services by or on behalf of Landlord. (8) No sidewalks, loading areas, stairways, doorways, corridors, and other common areas shall be obstructed by Tenant or used for any purpose other than for ingress and egress. (9) Tenant shall not install any window treatments other than existing treatments or otherwise obstruct the windows of the Premises without Landlord’s prior written consent. (10) After normal business hours Tenant shall lock all doors and windows of the Premises; and, in the event the building is locked after normal business hours and Tenant allows its employees, agents, contractors, invitees or licensees to enter the building after such hours, Tenant shall be responsible that such persons lock the building upon exiting. Tenant shall be liable for all damages sustained by Landlord arising from such failure. (11) Any person(s) other than Landlord’s selected janitorial service, who shall be employed by Tenant for the purpose of cleaning the Premises shall be employed at Tenant’s cost. Tenant shall indemnify and hold Landlord harmless from all losses, claims, liability, damages, and expenses for any injury to person or damage to property of Tenant, or third persons, caused by Tenant’s cleaning contractor, (12) Tenant shall not canvass or solicit business, or allow any employee of Tenant to canvass or solicit business, from other tenants in the Property. (13) Landlord reserves the right to place into effect a “no smoking” policy within all or selected portions of the common areas of the Property, wherein Tenant, its agents, employees and invitees shall not be required for Tenant’s assignment allowed to smoke. Tenant shall not be allowed to smoke in any common stairwells, elevators or bathrooms; nor shall Tenant dispose of any smoking material including, without limitation, matches, ashes and cigarette butts on the floors of the ROFR Property, about the grounds of the Property, or in connection with an Allowed Transferany receptacle other than a specifically designated receptacle for smoking.

Right of First Refusal. During Subject to Master Landlord’s consent required under the Master Lease, 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 sublease any remaining portion of the Master Premises that Sublandlord decides to sublet (1stthe “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) three 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 (3“First Refusal Notice”) years after and such First Refusal Notice shall describe or identify the Term Commencement Date, Tenant 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 (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant such available First Refusal Space which is the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (subject of the “First Refusal Notice of Offer”), specifying on the material same terms and conditions of a as set forth in the First Refusal Notice (except that the proposed lease to Tenant of base rent for the Available Premises, which 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) and otherwise on the terms and conditions set forth in this Sublease to the extent not inconsistent with the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises First Refusal Notice. Subtenant shall be coterminous with the Term. 43.1. Within five have ten (510) business days following its upon receipt of a the First Refusal Notice to give Sublandlord written notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects or not Subtenant desires to lease the Available Premises 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 (90%) of the base rental rate per square foot set forth in the First Refusal Notice of Offerdelivered to Subtenant without first re-offering such applicable First Refusal Space to Subtenant. If Tenant If, after Subtenant fails to notify Landlord timely exercise its right of Tenantfirst 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 election 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 said five the aforesaid ten (510) business day period, then Tenant shall be deemed Subtenant gives Sublandlord written notice of Subtenant’s desire to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises sublease such applicable First Refusal Space on the terms and conditions set forth in the First Refusal Notice of Offergiven by Sublandlord to Subtenant, then Landlord Sublandlord shall lease prepare and deliver to Subtenant for execution by Sublandlord and Subtenant an amendment to this Sublease that incorporates the Available Premises to Tenant upon the First Refusal Terms accepted by Subtenant and such other terms and conditions set forth in as the Notice of Offer. 43.3parties hereto may agree upon. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything Anything in this Section 43 22 to the contrarycontrary notwithstanding, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted Subtenant’s exercise of the ROFR during a period any right of time in which Tenant is so in Default first refusal above with respect to any First Refusal Space shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR force or effect if Tenant has committed a Default two Subtenant is in default under this Sublease (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within beyond any applicable cure period. 43.5. Notwithstanding anything ) 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 Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferparagraph) commences.

Right of First Refusal. During 44.1 Provided that Tenant is not then in default under the first terms, covenants and provisions of this Lease, Landlord hereby grants to Tenant the right at any time during the term of this Lease to lease additional space on floors 3 and 4 in the Building (1sthereinafter "Expansion Space") three (3) years after which right is subject to the Term Commencement Dateprior rights of existing tenants. For purposes of this Section, Tenant "prior rights" of existing tenants shall have a include an existing tenant's right of first refusal refusal, an option to expand, an option to renew or a renewal of an existing lease whether or not pursuant to an option. The right of First Refusal is further subject to the following terms and conditions: (“ROFR”a) Tenant shall deliver to Landlord written notice of its Section ("Tenant's Election") to lease the Expansion Space on or before thirty (30) calendar days after receipt of Landlord's Notice of Negotiation/Intent to Lease (as defined in Section (b) below). (b) Landlord, within ten (10) days after receiving Tenant's written request and at Landlord's election, may either give Tenant written notice of (1) its intention to any rentable premises in negotiate with a third party for the Building for lease of such Expansion Space, which notice shall contain the terms and conditions upon which Landlord is seeking a tenant initially intends to offer the space to one or more third parties, or (“Available Premises”). In the event Landlord receives a bonafide 2) of an offer to lease received from a third party tenant the Available Premisesto lease, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord notice shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on contain the terms and conditions contained in said offer (collectively, "Landlord's Notice of Negotiation/Intent to Lease"). For purposes hereof the terms shall include rentable square footage and rate. If Tenant thereafter fails to deliver to Landlord written notice of its Section to lease such space within the applicable time periods set forth in Subsection (1) above and on the Notice same terms and conditions as contained in the Landlord's Notice, Landlord may proceed to lease such Expansion Space free and clear of Offerthis Right of First Refusal. If Tenant fails or refuses to notify Landlord so exercise its Rights of First Refusal within thirty (30) days after Landlord's written notice to Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not waived its option to lease such space, and this Article shall be null and void and have no further force and effect with respect to such portion of the Available PremisesExpansion Space. 43.2. If Tenant timely notifies (c) In the event Landlord that Tenant elects to lease does not demise the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer Expansion Space to a third party tenantupon substantially the same terms and conditions contained in Landlord's Notice of Intent to Lease, Landlord shall provide notice to Tenant as set forth above with respect to any subsequent negotiations or offer for said space. 43.4. Notwithstanding anything in (d) If Tenant exercises its Right of First Refusal then except for the rate, then all terms and conditions of this Section 43 Lease shall apply, except as to the contraryfixed rent and the term of to expansion space. As to such term, Tenant no such term shall not exercise be less than the ROFR during such period of time that Tenant is in default under any provision term of this Lease. Any attempted exercise If any such terms is in excess of this Lease, then the term of this Lease shall be deemed to have been extended commensurate with the term of the ROFR during a period Additional Space Lease pursuant to this Section. 44.2 Tenant acknowledges that its Right of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant First Refusal shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR apply in connection with an Allowed Transferthe Lease currently being negotiated between Landlord and AT&T for the balance of the 50,000 square feet of the Building.

Right of First Refusal. During At any time during the first (1st) three (3) years after term of this Lease, and on the Term Commencement Dateterms and conditions hereinafter set forth, provided that this Lease is in full force and effect and Tenant is not in default under this Lease beyond applicable notice and cure periods, Tenant shall have a continuing right of first refusal to negotiate for additional space within the Building (“ROFRExpansion Space”) as on the terms and conditions hereinafter set forth: A. During the term of this Lease, prior to any rentable premises in the Building for which Landlord is seeking Landlord’s executing a tenant lease (“Available PremisesProposed Lease”). In ) for any space within the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretionBuilding, Landlord shall provide written notice thereof notify Tenant in writing of the rentable area of the Expansion Space proposed to Tenant be leased, the proposed rental rate, the proposed commencement date (the “Notice of OfferExpansion Space Commencement Date”), specifying ) and the material proposed terms and conditions of a proposed the Proposed Lease. B. If Tenant desires to negotiate for the lease to Tenant of the Available PremisesExpansion Space, which shall be the same as the terms of the bonafide offerTenant must, except that the term of any lease entered into by Tenant with respect written notice to the Available Premises shall be coterminous with the Term. 43.1. Within Landlord given within five (5) business days following its receipt after Landlord’s notice, commence negotiation for the lease of the Expansion Space. C. If Landlord and Tenant do not enter into a lease agreement for all of the Expansion Space within fifteen (15) days of the date of Landlord’s notice of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease prospective tenant for the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day periodExpansion Space, then Tenant shall be deemed to have elected not no further rights to lease such Expansion Space under this Section 42. In the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects event such space again becomes available, Tenant’s rights to lease the Available Premises on the terms and conditions set forth negotiate for such space in the Notice of Offer, then Landlord future shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offerrenew. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During (a) Subject to the first terms and provisions of this Section 30, provided that (1sta) three there then exists no Event of Default by Tenant under this Lease, nor any event that with the giving of notice and/or the passage of time would constitute a default, (3b) years after Tenant, its Strategic Partners, and Permitted Transferees occupy at least 80% of the Term Commencement DatePremises, during the initial 36 months of the Term, Tenant has the option to lease all of space immediately adjacent to the Premises (being 14,462 rentable square feet) (the “Expansion Space”), pursuant to the terms of this Section 30. Landlord shall have notify Tenant when Landlord desires to lease such adjacent space and constructs a right of first refusal (“ROFR”) as to any rentable premises in the Building for which speculative suite” or when Landlord is seeking prepared to respond to a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease proposal or request for proposals from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of OfferAvailability Notice”), specifying the material terms and conditions of a proposed lease to . Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within must exercise its option within five (5) business days following its from receipt of a Notice of Offerthe Availability Notice. If Landlord has constructed the speculative suite in the Expansion Space, Tenant the terms and conditions for the Expansion Space shall advise Landlord in writing whether Tenant elects to lease the Available Premises on be the terms and conditions set forth in the Availability Notice. If Landlord has not constructed the speculative suite in the Expansion Space, if Tenant exercises its option, the Expansion Space shall be added to this Lease on the date set forth in the Availability Notice (the “Expansion Date”) and all Lease obligations of Offerthe parties remain the same, except: (i) if the Expansion Date is within the first 15 months of the Term, the Minimum Annual Rent for the Expansion Space shall be calculated at the same per square foot basis then in effect for the initial Premises, with annual increases occurring as set forth in Section 1(f) above, the Tenant Improvement Allowance for the Expansion Premises shall be prorated to reflect the then remaining Term, and any other financial obligations based upon square footage shall be proportionate to the terms specified in this Lease; and (ii) if the Expansion Date is after the first 15 months of the Term, the Minimum Annual Rent and other financial terms based upon square footage shall be equal to the Fair Market Value determine in the same manner as provided in Section 4(c). Unless otherwise agreed to in writing by the Parties, increases in Minimum Rent and Operating Expenses become effective at the earlier of (i) the date when Tenant opens for business in the adjacent space, and (ii) 60 days after delivery of the adjacent space to Tenant. If Tenant fails to notify Landlord of Tenant’s election does not exercise its option within said the five (5) business day period, then Tenant shall be deemed subject to have elected not the immediately following sentence, Landlord may proceed to lease the Available Premises. 43.2. If adjacent space to third parties; provided that if the rental rate terms to be agreed to with third parties are more favorable than those that had been offered to Tenant timely notifies by ten percent (10%) or more, Landlord that Tenant elects shall submit an offer to lease to Tenant on such terms (“Second Availability Notice”), and Tenant shall, for a period of five (5) business days, have the Available Premises on right to accept such terms and lease the Expansion Space pursuant thereto. In addition, if Landlord does not enter into a lease agreement with a third party tenant for the adjacent space within six (6) months of Landlord’s delivery to Tenant of the Availability Notice, then if Landlord thereafter desires to lease such adjacent space or respond to a proposal or request for proposals from a third party, Landlord shall provide to Tenant another Availability Notice and the terms and conditions set forth above shall apply; provided, that in no event shall Landlord be required to provide an Availability Notice more than two (2) times during the Notice of OfferTerm. If T▇▇▇▇▇ fails to accept such terms within such period, then T▇▇▇▇▇’s “right of first refusal” is deemed void. Tenant acknowledges that Landlord shall lease the Available Premises have no obligation to Tenant upon the terms and conditions construct any improvements whatsoever to such adjacent space, except as may be set forth in the Availability Notice of Offeror the Second Availability Notice. 43.3. (b) If Tenant notifies Landlord that Tenant elects not to lease exercises such right of first refusal, the Available Premises on parties enter into an amendment concerning the terms and conditions set forth in the Notice leasing of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenantsuch Expansion Space. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1sta) three (3) years after the Term Commencement Date, Tenant shall have a continuing right of first refusal (“ROFR”) as with respect to any rentable premises contiguous space in the Building for of ten thousand (10,000) square feet or greater as measured by the ANSI/BOMA Z65.1-1996 standards that becomes available during the term of the Lease, excluding any space on the ground floor of the Building (the "Refusal Space"), subject to the existing rights of existing tenants to the Refusal Space. Provided that no Event of Default has occurred which has not been cured, if Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide shall receive an offer to lease from a third party tenant any portion of the Available PremisesRefusal Space, which offer is acceptable Landlord shall desire to Landlord in its sole and absolute discretionaccept, Landlord shall provide give written notice thereof of the said offer to Tenant (the “"Landlord's Refusal Notice"). The Landlord's Refusal Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as set forth in reasonable detail the terms of the bonafide offer, except that including a description of the space, the Base Monthly Rental (including escalations thereof), condition of the space (i.e., as is, building standard construction, tenant improvement allowances), taxes, maintenance costs and other pass-throughs, term and any other material terms of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1offer. Within five ten (510) business days following its receipt of a Notice of Offerreceiving Landlord's Refusal Notice, Tenant shall advise Landlord in writing whether Tenant elects may elect, by written notice to lease Landlord, to accept the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant Refusal Space upon the terms and conditions stated in the Landlord's Refusal Notice. Tenant's failure to make a timely election to accept the specified space shall be deemed a rejection of the Refusal Space. Upon Tenant's rejection or deemed rejection of the Refusal Space, Landlord shall be free to accept the offer to lease and lease the space to a third party pursuant to the terms thereof. Upon Tenant's acceptance of the Refusal Space, the parties shall prepare and execute an amendment incorporating the Refusal Space into the Lease subject to all of the terms, covenants, and conditions herein, except as modified by the terms of the offer. The right contained in this Section is personal to ▇▇▇▇.▇▇▇, Inc. and its Affiliates, and such right shall not inure to the benefit of any assignee or subtenant of ▇▇▇▇.▇▇▇, Inc., except for its Affiliates and such right shall be subject to the provisions of Section 18. (b) Tenant's rights under this Section are subject and subordinate to and only to the rights of the existing tenants of the Building which currently have expansion rights, rights of first refusal or rights of first negotiation with respect to space on the Refusal Space. A list of said existing tenants is set forth in on SCHEDULE 1 attached hereto and made a part hereof. Notwithstanding the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offerforegoing, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate negotiate amendments to the lease Lease of the Available Premises on the same terms as set forth any tenant in the Notice Building to provide for an extension of Offer to said tenant's expiration of Lease Term for a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such reasonable period of time that Tenant is in default under any provision to facilitate said tenant's vacation of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure periodits Premises. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During (a) If Landlord shall receive an offer from a third party to lease all or a portion of the space then available for lease and contiguous to the Demised Premises on the sixth (6th) floor of the Building, as more particularly set forth in the attached Exhibit B-2 (the “Sixth Floor Refusal Space”) or on the fourth (4th) floor of the Building, as more particularly set forth in the attached Exhibit B-3 (the “Fourth Floor Refusal Space” together with the “Sixth Floor Refusal Space” shall collectively be referred to as the “First Refusal Space”), which Landlord intends to accept, prior to leasing the same pursuant to such offer, Tenant shall have the one-time right of first refusal to lease such space upon the terms and conditions hereinafter set forth (1stthe “Right of First Refusal”). (b) three In the event such third party offer to lease such First Refusal Space includes a commencement date which occurs anytime following the Commencement Date of this Lease but prior to the conclusion of the third (33rd) years after Lease Year following the Term Commencement Date of this Lease, Tenant’s Right of First Refusal to lease such First Refusal Space shall be upon the same terms and condition as the Lease, except that: i. The commencement date with respect to the First Refusal Space (the “First Refusal Space Commencement Date”) shall occur one hundred twenty (120) days following delivery of the First Refusal Space to Tenant vacant and free of tenants. ii. Commencing upon the First Refusal Space Commencement Date, Tenant shall have pay Annual Basic Rental for the First Refusal Space equal to the product obtained by multiplying (x) the quotient obtained by dividing the Annual Basic Rental payable with respect to the Demised Premises (in accordance with Section 1(g) hereof) by the rentable square foot area of the Demised Premises (in accordance with Section 1(d) hereof), by (y) the rentable square foot area of the First Refusal Space, as measured by Landlord’s architect in accordance with Section 2.2 hereof. The above notwithstanding, provided Tenant is not in an Event of Default beyond applicable notice, grace or cure periods, Basic Rental for the First Refusal Space shall be abated for the number of months following the First Refusal Space Commencement Date obtained by multiplying twelve (12) by the fraction which has a right denominator equal to one hundred thirty two (132) and a numerator equal to the number of first refusal months remaining in the Term of the Lease as of the First Refusal Space Commencement Date (as such date is reasonably estimated by Landlord at that time). iii. In the event that the First Refusal Space is vacant at the time of the execution of the First Refusal Amendment, as hereinafter defined, Landlord shall deliver vacant possession of the First Refusal Space in its “as-is” condition, broom clean, to Tenant so Tenant can perform improvements within the First Refusal Space (“ROFRTenant’s First Refusal Space Work”) within two (2) business days of execution of the First Refusal Amendment. In the event that the Expansion Premises is occupied by another tenant at the time of the execution of the Expansion Amendment, Landlord shall deliver possession of the Expansion Space in its as-is condition, broom clean, as soon as reasonably practical. iv. Landlord shall provide Tenant with an allowance to any be applied towards the Cost of Tenant’s improvements to the First Refusal Space of the amount which is obtained by multiplying the rentable premises square foot area of the First Refusal Space (as measured by Landlord’s architect in accordance with Section 2.2 hereof) by the product obtained by multiplying: (a) the fraction where the denominator is one hundred thirty two (132) and the numerator is the number of months remaining in the Lease Term as of the First Refusal Space Commencement Date (as such date is reasonably estimated by Landlord at that time), and (b) Fifty Dollars ($50.00) (the “First Refusal Space Improvement Allowance”). v. Tenant’s improvements to the First Refusal Space and the First Refusal Space Improvement Allowance shall be subject to the same terms and conditions imposed on Tenant and Landlord with respect to Tenant’s Work in the Original Premises and the Tenant Improvement Allowance, as defined in and in accordance with Section 4 except that Landlord’s obligation to perform Landlord’s Work in the Demised Premises shall not create any obligation on behalf of Landlord to perform any work in the First Refusal Space except that, in the event the First Refusal Space comprises less than a full floor of the Building for but more than half of the rentable area included in the floor of the Building on which the First Refusal Space is located, Landlord shall perform such work as is seeking reasonably necessary to construct a tenant public corridor to service the First Refusal Space as required by code (including associated lighting, HVAC, electric, wall finishes, ceiling finishes, and floor finishes using building standard materials). (c) In the event such third party offer to lease such First Refusal Space includes a commencement date which occurs anytime after the conclusion of the third (3rd) Lease Year following the Commencement Date of this Lease, Tenant’s Right of First Refusal to lease such First Refusal Space shall be upon the same terms being offered by such third party pursuant to such offer. (d) Landlord shall notify Tenant in writing of its intent to accept an offer to lease all or a portion of the First Refusal Space (“Available PremisesLandlord’s First Refusal Notice”). In the event Landlord receives a bonafide the third party offer to lease from such First Refusal Space includes a commencement date which occurs anytime after the conclusion of the third party tenant (3rd) Lease Year following the Available PremisesCommencement Date of this Lease, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord Landlord’s First Refusal Notice shall provide written notice thereof to Tenant (contain the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to such third party offer (including the Basic Rental therefor and Landlord’s construction obligations, if any, thereto). Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within have five (5) business days following its from receipt of a Landlord’s First Refusal Notice of Offer, Tenant shall advise to notify Landlord in writing whether that Tenant elects desires to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant First Refusal Space upon the terms and conditions set forth in the Notice of OfferLandlord’s notice, which shall be issued in accordance with this paragraph and Sections 43(b) or 43(c), as applicable. 43.3(e) If Tenant exercises its right to lease such First Offer Space in accordance with this Section 43, Landlord will prepare and deliver to Tenant an amendment (“First Refusal Amendment”) containing the above referenced terms and conditions upon which Tenant shall lease the First Offer Space. Tenant’s lease of the First Refusal Space shall otherwise be upon the same terms and conditions of this Lease. Tenant shall have twenty (20) days to execute and deliver the First Refusal Amendment to Landlord. If Tenant notifies fails to execute and deliver the First Refusal Amendment to Landlord within twenty (20) days of receipt of the First Refusal Amendment, Tenant will be have conclusively deemed to have declined its Right of First Refusal as to that Tenant elects not particular First Refusal Space, and Landlord shall be free to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if space to a third party. (f) If Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the does not exercise its right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer a First Refusal Space and Landlord leases such space to a third party and the Term of the lease with the third party expires prior to the Term of this Lease causing the same First Refusal Space to become available again and Landlord shall again receive an offer to lease the same First Refusal Space from a third party (or an offer to renew the lease with the existing tenant), Landlord shall not be obligated to re-offer such First Refusal Space to Tenant. The parties hereto acknowledge and agree that Tenant’s Right of First Refusal shall apply one time only with respect to any portion of the First Refusal Space. 43.4. (g) Tenant’s Right of First Refusal shall be subject to the right of The ▇▇▇▇▇▇▇▇ Companies, Inc. to renew its lease for the Fourth Floor Refusal Space. (h) Notwithstanding anything in any contrary provision of this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under 41 or any other provision of this Lease. Any attempted , any exercise by Tenant of the ROFR during a period of time in which Tenant is so in Default its right to lease First Refusal Space shall be void and of no effect unless on the date Tenant notifies Landlord that it elects to lease First Refusal Space and on the commencement date of the First Refusal Amendment: (i) this Lease is in full force and effect. In addition, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after expiration of any applicable notice and opportunity to cure, (iii) Tenant shall not be entitled to exercise is then occupying the ROFR if entire Demised Premises for the conduct of its business and Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in assigned this Lease or sublet the Demised Premises other than to the contrarya Related Entity or pursuant to a permitted transfer under Section 17 and (iv) Tenant has not exercised its Contraction Option pursuant to paragraph 36 above (any of which conditions described in clauses (i), Tenant shall not assign or transfer the ROFR(ii), either separately or (iii), and (iv) may be waived by Landlord at any time in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer).

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Subject to Subsections A and B below. ---------------------- Landlord hereby grants to Tenant shall have a right of first refusal for the Easterly portion of Building A shown on Exhibit A, containing approximately 22,399 rentable square feet and which is commonly known as ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“ROFR”) as the "ROFR Space"), to be exercised in accordance with terms and conditions set forth ---------- below. This right of first refusal shall not apply to any rentable premises in the Building for lease renewal or extension which Landlord is seeking a may enter into in connection with any then existing tenant of the ROFR Space (“Available Premises”collectively, an "Existing Tenant"). In --------------- A. If Landlord desires to enter into a Lease for the event Landlord receives a bonafide offer to lease from ROFR Space with a third party tenant (other than an Existing Tenant), Landlord shall so notify Tenant ("Landlord's ROFR Notice") identifying the Available Premisesterms and ---------------------- conditions upon which Landlord shall lease the ROFR Space to such third party. Tenant shall notify Landlord within five (5) business days of receipt of Landlord's ROFR Notice whether it desires to lease the Subject ROFR Space on the terms and conditions set forth in Landlord's ROFR Notice. If Tenant does not notify Landlord within such 5 business day period that it will lease the ROFR Space on such terms and conditions, Tenant shall be deemed to have refused the ROFR Space. After any refusal, Landlord shall be free to lease such ROFR Space to any third party on substantially the same terms and conditions set forth in Landlord's ROFR Notice. If Tenant exercises its right of first refusal with respect to the ROFR Space, such space shall be added to the Premises for all purposes of this Lease on (a) the terms and conditions specified in Landlord's ROFR Notice, and (b) the terms of this Lease, to the extent that they do not conflict with the terms and conditions specified in Landlord's ROFR Notice, shall also apply to the ROFR Space. B. Tenant's right of first refusal is subject to the conditions that: (i) in the event Tenant cannot demonstrate to Landlord's satisfaction (e.g., based on Tenant's most recently audited financial statements) that Tenant's business operations at the Premises are profitable as of the date Tenant elects to exercise its right of first refusal hereunder, then notwithstanding any provision herein to the contrary Landlord may require Tenant to provide additional lease/security deposits or other alternative security (i.e., in excess of that which offer was required in Landlord's ROFR Notice) which is acceptable to Landlord in its sole and absolute discretiondiscretion as a condition of exercising this right of first refusal, (ii) 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 (iii) Tenant shall not have assigned the Lease for the remainder of the Term, or sublet all of the Premises under a sublease for the remainder of the Term, unless pursuant to a Permitted Transfer. C. Promptly after Tenant's exercise of its right of first refusal, Landlord shall provide written notice thereof execute and deliver to Tenant (an amendment to the “Notice of Offer”)Lease to reflect changes in the Premises, specifying Base Rent, Tenant's Proportionate Share and any other appropriate terms changed by the material terms and conditions of a proposed lease to Tenant addition of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1ROFR Space. Within five (5) business 15 days following its receipt of a Notice of Offerthereafter, Tenant shall advise Landlord in writing whether Tenant elects execute and return the amendment to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available PremisesLandlord. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first eighteen (1st18) three (3) years after month period commencing on the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant suite across the hall from the Premises on the fourth (4th) floor of the Building, consisting of approximately eight thousand three hundred eighty-six (8,386) square feet of space, as shown on Exhibit H attached hereto (“Available ROFR Premises”); provided, however, that in no event shall Landlord be required to lease the ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms and as such if the Notice of Offer contains a term for the ROFR space that extends past the Term Expiration Date then in order to lease the ROFR upon the terms in the Notice of Offer Tenant shall be required to extend the Term with respect to the Premises. In the event Landlord receives a bonafide offer intends to lease from a third party tenant the Available ROFR Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.142.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 43.242.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.342.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant’s election (or deemed election) not to a third party tenantlease the ROFR Premises. If after Tenant’s election (or deemed election) not to lease the ROFR Premises, the material economic terms change by more than ten percent (10%) from the initial terms in the Notice of Office, then the ROFR shall be fully reinstated, and Landlord shall not thereafter lease the ROFR Premises without first complying with the procedures set forth in this Article. 43.442.4. Notwithstanding anything in this Section 43 Article to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in monetary or material non-monetary default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default monetary or material non-monetary default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two four (24) or more times notices of default under this Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.542.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent rights shall be as set forth in Article 29. 42.6. If Tenant exercises the ROFR, Landlord may withhold in its sole and absolute discretion; provided, however, does not guarantee that Landlord’s consent shall not the ROFR Premises will be required available on the anticipated commencement date for Tenant’s assignment the Lease as to such Premises due to a holdover by the then-existing occupants of the ROFR Premises or for any other reason beyond Landlord’s reasonable control. 42.7. Notwithstanding anything in connection with an Allowed Transferthis Lease to the contrary, the ROFR shall expire on the date that is eighteen (18) months following the Term Commencement Date.

Right of First Refusal. During (a) If at any time Landlord receives from a prospective tenant a letter of intent or other letter containing an offer to lease any space in the first Building (1stthe “Right of First Refusal Space”) three which Landlord intends to accept, Landlord agrees to deliver to Tenant a notice setting forth all of the terms upon which Landlord would lease such space to such prospective tenant (3the “Right of First Refusal Offer Notice”) years after and an offer to Tenant to lease such space on such terms (the Term Commencement Date, “Right of First Refusal Expansion Option”). (b) Tenant shall have the right to exercise the Right of First Refusal Expansion Option by delivering to Landlord a right of first refusal (“ROFR”) as to any rentable premises notice accepting the offer contained in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant Offer Notice (the “Notice Right of OfferFirst Refusal Acceptance Notice”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five ) within fifteen (515) business days following its after receipt of a Notice the Right of OfferFirst Refusal Offer Notice, Tenant shall advise Landlord in writing whether Tenant elects to lease time being of the Available Premises on essence with the terms and conditions set forth in the Notice delivery of Offersuch notice. If Tenant fails to notify Landlord timely exercise the Right of Tenant’s election within said five (5) business day periodFirst Refusal Expansion Option, then Tenant shall be deemed to have elected not waived its Right of First Refusal Expansion Option with respect to lease the Available Premises. 43.2such Right of First Refusal Space. If Tenant shall timely notifies deliver the Right of First Refusal Acceptance Notice, Landlord that Tenant elects to shall lease the Available Premises Right of First Refusal Space to Tenant on the terms and conditions set forth in the Notice Right of OfferFirst Refusal Offer Notice, then Landlord except that term for such Right of First Refusal Space shall lease be, at Tenant’s option, either (i) the Available Premises to Tenant upon the terms and conditions term set forth in the Notice Right of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of OfferFirst Refusal Offer Notice, or if Tenant fails to notify Landlord of Tenant’s election within (ii) co-terminus with the Term hereunder, provided that there are no less than five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth years remaining in the Notice of Offer to a third party tenantTerm. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). 20.1 In the event Landlord receives shall receive a bonafide bona fide offer to lease from a third party tenant for the Available purchase of the Leased Premises, or any part thereof, whether or not in conjunction with any other property, which offer is acceptable Landlord desires to Landlord in its sole and absolute discretionaccept, Landlord shall provide give written notice thereof (hereinafter called “Offering Notice”) to Tenant. Said Offering Notice shall contain the following: (a) The name and address of the proposed purchaser (“Third Party”); (b) The terms and conditions of said offer; and (c) An offer to sell the Leased Premises to Tenant upon the same terms and conditions of the aforesaid offer made by the Third Party. 20.2 Tenant shall be entitled to purchase such Leased Premises offered by giving written notice thereof to Tenant Landlord within fifteen (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant 15) days after receipt of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of OfferOffering Notice. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day periodagree, then Tenant shall be deemed in writing, to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available purchase such Leased Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described abovetime aforesaid, then Landlord shall have the right to consummate complete the lease sale to the Third Party who shall then become the owner of the Available Premises Leased Premises. 20.3 In the event of a change in the identity of the Third Party or a substantial change in the terms and conditions of the Offering Notice, notice thereof and opportunity to Tenant shall again be given by Landlord to Tenant in accordance with the terms hereof. Provided, however, if the proposed purchaser is an affiliate or assignee of Third Party, then such change in the proposed purchaser shall not constitute a change in the identity of the Third Party for purposes of this paragraph. 20.4 Exercise of the right to purchase the Leased Premises, by Tenant, shall require that closing on the sale occur (between Landlord and Tenant) under the same terms and conditions as set forth in the Notice of Offer to a third party tenantOffering Notice. 43.4. Notwithstanding anything in 20.5 In the event that Tenant shall exercise its rights to purchase the Leased Premises pursuant to this Section 43 Article, then the term of this Lease shall be automatically extended, if necessary, to the contrarydate of Closing and, upon Closing, this Lease shall terminate and be of no further force or effect. 20.6 In the event that Tenant shall not exercise its rights to purchase the ROFR during such period of time that Tenant is in default under any provision of Leased Premises pursuant to this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In additionArticle, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in then this Lease to shall continue in full force and effect upon the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed TransferClosing.

Right of First Refusal. During In addition to the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal as set forth in Paragraph 60 of Original Lease (which right shall remain in full force and effect and shall be independent of the rights granted to Tenant under this Section 9), Tenant is hereby granted the prior right to lease the space currently available on the ground floor of the Building, containing approximately 18,267 rentable square feet, (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available PremisesROFR Ground Floor Space”). , in accordance with the following terms and conditions: (i) In the event Landlord receives shall receive a bonafide bona fide third party offer to lease from the ROFR Ground Floor Space on terms which Landlord wishes to accept, or, in the event Landlord offers (subject to Tenant’s rights hereunder) to lease the ROFR Ground Floor Space on terms which a bona fide third party tenant the Available Premiseswishes to accept, which offer is acceptable to Landlord then, in its sole and absolute discretioneither such event, Landlord shall forthwith provide written notice thereof to Tenant, together with a true and correct copy of such offer. Tenant (shall have the “Notice of Offer”)right, specifying the material terms at Tenant’s option and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within within five (5) business days following its after receipt of a Notice of Offersuch notice from Landlord, Tenant shall advise Landlord in writing whether Tenant elects to exercise its right hereunder to lease the Available Premises on ROFR Ground Floor Space at the rent and upon the terms contained in such offer, in which event Landlord shall lease the ROFR Ground Floor Space to Tenant at said rent and conditions set forth in upon said terms. Landlord covenants that it shall not accept any such offer nor lease the Notice of Offer. ROFR Ground Floor Space to any third party until it has complied with the terms hereof. (ii) If Tenant fails to notify Landlord exercise its right of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election first refusal hereunder within the five (5) business day notice period described aboveprovided for in the preceding subparagraph (a), then Landlord shall have one hundred fifty (150) days thereafter within which to lease the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Space at the price and upon the terms of such offer without resubmitting such offer to Tenant in accordance herewith. However, Tenant’s election not to exercise its right hereunder to consummate lease the lease ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Space shall not prejudice Tenant’s rights hereunder as to any further offer, and in the event the price and/or other terms of the Available Premises on the same terms as set forth offer are modified in any material manner (including, but not limited to, any reduction in the Notice rent of Offer more than four percent [4%]), then such modification shall be deemed to constitute a third party tenantnew offer and shall be subject to Tenant’s right of first refusal hereunder. 43.4. Notwithstanding anything in (iii) The foregoing notwithstanding, (a) Tenant shall have no rights under this Section 43 to the contrary, Tenant shall not exercise the ROFR during such any period of time that Tenant it is in default under any provision of this Lease. Any attempted exercise Lease beyond applicable cure periods, and (b) Tenant’s rights in this Section shall become null and void, and Tenant’s rights with respect to all of the ROFR during a period Ground Floor Space shall terminate, upon the first to occur of time the following termination of this Lease (or Tenant’s right of possession of the Premises) by reason of Tenant’s default, or the termination of this Lease pursuant to other provisions of this Lease providing for termination (except that Landlord’s termination of this Lease as to the Expansion Premises as provided in which Section 8 above shall not impact Tenant’s rights under this Section 9). Upon the occurrence of any of the foregoing events, Tenant is so in Default shall be deemed to have forever waived its rights with respect to all of the ROFR Ground Floor Space, and Tenant’s rights hereunder shall thereafter automatically be deemed null and void and of no further force and effect. In additionNotwithstanding anything to the contrary in this Section 9, Tenant shall not be entitled acknowledges that in the event any other tenant of the Building or the Project with a prior right to lease the ROFR Ground Floor Space elects to exercise its right to lease the ROFR if Tenant has committed Ground Floor Space, Tenant’s rights set forth in this Section 9 shall be of no force or effect with respect to the ROFR Ground Floor Space. For the purposes of the foregoing sentence, a Default two “prior right to lease” shall mean any tenant occupying its premises directly or as an assignee (2but not as a subtenant, licensee, or concessionaire) or more times during the twelve under: (12a) month period a lease that was executed prior to the date on which Tenant seeks to exercise the ROFR, whether Effective Date (a “Prior Lease”); or not Tenant cures such Defaults within any applicable cure period(b) a renewal or extension of a Prior Lease. 43.5. Notwithstanding anything (iv) The rights granted to Tenant in this Lease Section 9 are personal to the contraryparty executing this First Amendment as Tenant and to any Permitted Assignee, but may not otherwise be assigned or transferred to or exercised by any other assignee, sublessee or other transferee. If Tenant shall not assign or transfer a Permitted Assignee assigns the ROFR, either separately Lease or sublets all or substantially all of the Premises in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without subletting that requires Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment under Article 38 of the ROFR Lease prior to the exercise of the rights granted to Tenant in connection with an Allowed Transferthis Section 9, then the rights granted to Tenant in this Section 9 shall lapse and therefore be of no further force or effect.

Right of First Refusal. During The “Right of First Refusal” shall mean the right of first refusal set forth in Section 24.4 of the Original Lease, as amended by Section 9.2 of the First Amendment. Notwithstanding any contrary provision of the Lease, the Right of First Refusal shall apply solely to any demised space on the ninth (1st9th) three floor of the Building that is vacant and available to lease to third parties (3) years after or Landlord has knowledge that such space will be available in the Term Commencement Datereasonably near future). Landlord and Tenant agree that, Tenant until November 30, 2014, the right of first refusal shall have be subject and subordinate only to a right of expansion and a right of first refusal for the remaining portion of the 9th floor (“ROFR”both of which rights expire on November 30, 2014) as granted to any rentable premises Aris. Notwithstanding the foregoing, in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives enters into an extension of the term of the Aris lease commencing on December 1, 2014 (which may be for any time period and may or may not include a bonafide offer to lease from of all or a third party tenant portion of the Available Premisesremaining unoccupied 9th floor of the Building, which offer is acceptable to Landlord in its Landlord’s sole and absolute discretion, Landlord shall provide written notice thereof to Tenant discretion (the “Notice of OfferAris Extension”); provided, specifying however, if Aris or any other tenant leases less than the material terms entire 9th floor, then if Tenant leases any space on the 9th floor pursuant to its right of first offer or right of first refusal under the Lease, Landlord shall, at its sole cost and conditions expense, and not as part of Operating Expenses, construct a proposed lease Building standard multi-tenant corridor on the 9th floor in accordance with Landlord’s plans and specifications in accordance with a construction schedule consistent with the delivery of the applicable ninth (9th) floor space to Tenant. Landlord agrees not to ▇▇▇▇▇ ▇▇▇▇ any extension of its expansion right or its right of first refusal and, notwithstanding anything to the contrary in the Lease, on and after November 30, 2014, Tenant’s right of first refusal shall not be subject or subordinate to the rights of Aris or any other tenant. Notwithstanding anything to the contrary in the Lease, the Right of First Refusal Period shall mean the time period commencing on the date this Third Amendment is mutually executed and ending upon the expiration of the New Expansion Premises Term (as may be extended), and the Right of First Refusal shall be a continuing right and shall not expire or terminate during the New Expansion Premises Term (as may be extended). Landlord represents and warrants to Tenant that the rights of Aris (as set forth above) are the sole and exclusive rights that are superior to Tenant’s right of first refusal, and that the rights of Aris unconditionally expire and terminate on November 30, 2014. Additionally, without limiting the foregoing, at such time as Landlord delivers a notice to Tenant regarding the potential lease of any of the Available Premises, which shall be the same as the terms Expansion Premises under Section 24.4 of the bonafide offerOriginal Lease, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms represented and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises warranted to Tenant upon that the terms rights of Aris are no longer in effect with respect to the Expansion Premises in question and conditions set forth particular transaction in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4question. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest contrary in the Lease, without Landlord’s prior written consent, which consent Landlord the Right of First Refusal may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferexercised by Tenant or any Affiliate assignee or any other permitted assignee. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement DateProvided no uncured Event of Default by Tenant has occurred, Tenant shall have a the ongoing right of first refusal (“ROFR”) as to lease Suite 700. Landlord shall provide Tenant the opportunity to lease the Fourth Expansion Space prior to any rentable premises in other prospective tenants, excluding the Building for which Landlord current tenant of the Fourth Expansion Space, by providing Tenant with a copy of the first written proposal to lease the Fourth Expansion Space that is seeking given to a bonafide, prospective tenant (the “Available PremisesBonafide Proposal”). In the event Landlord receives a bonafide offer If Tenant desires to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as Fourth Expansion Space under the terms of the bonafide offerBonafide Proposal, except that Tenant must (1) notify Landlord in writing of its acceptance of the term terms of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five Bonafide Proposal within ten (510) business days following its of receipt of the Bonafide Proposal, and (2) execute a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease amendment incorporating the Available Fourth Expansion Space into the Demised Premises on the terms and conditions set forth contained in the Notice Bonafide Proposal within fifteen (15) business days of OfferLandlord’s receipt of Tenant’s notice. If Tenant fails to notify give Landlord notice of its acceptance of the terms of the Bonafide Proposal or enter into a lease amendment within the prescribed time, Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not right to lease the Available Premises. 43.2Fourth Expansion Space granted in this paragraph shall be suspended for Six (6) months from the time Landlord provided the copy of the Bonafide Proposal to Tenant and Tenant shall have no further rights with regard to the Fourth Expansion Space during that period (the “Suspension Period”). If Tenant timely notifies the suspension period expires and Landlord that Tenant elects to lease has not yet leased the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer Fourth Expansion Space to a third party tenant. 43.4. Notwithstanding anything in this Section 43 party, Landlord will once again give Tenant the next Bonafide Proposal that it offers to a prospective tenant and the same cycle will repeat until the Fourth Expansion Space is leased to a third party, after which Tenant shall have no further rights to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure periodFourth Expansion Space. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During If Terra acquires the first Pipeline Customer Contracts (1st) three (3) years after the Term Commencement Datelegally or beneficially), Tenant shall have a right of first refusal (“ROFR”) as in accordance with Subsection 6.1, and Terra decides to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease purchase methanol from a third party tenant methanol supplier in order to meet its supply obligations under the Available PremisesPipeline Customer Contracts or decides to assign the Pipeline Customer Contracts to a third party (“Supply Right”), which then neither Terra nor its Affiliates shall offer is acceptable the Supply Right to Landlord a third party methanol supplier, unless Terra first offers the Supply Right to Methanex by notice in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant writing (the “Notice of Offer”), specifying the ) delivered to Methanex. The Offer shall include all material terms and conditions of the Supply Right including, without limitation, the price for methanol supplied, and that the Offer is open for acceptance by Methanex for a proposed lease to Tenant period of 14 days (the “Offer Period”) after delivery of the Available Premises, which shall be Offer by Terra to Methanex. At the same as the terms expiration of the bonafide offerOffer Period, except that Methanex shall advise Terra whether or not the term of any lease entered into by Tenant with respect to Offer has been accepted. If Methanex accepts the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant then Terra and Methanex shall advise Landlord in writing whether Tenant elects to lease the Available Premises enter into a supply agreement on the terms and conditions substantially as set forth out in the Notice of Offer. If Tenant Methanex rejects the Offer or fails to notify Landlord of Tenant’s election respond to Terra within said five (5) business day periodthe Offer Period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord Terra shall have the right to consummate offer the lease Supply Right to another third party methanol supplier, provided that Terra shall not offer the Supply Right to another third party methanol supplier on terms more favourable than those specified in the Offer including, without limitation, at a price that is less than the price specified in the Offer. If Terra intends to offer the Supply Right to another third party methanol supplier on terms more favourable than those specified in the Offer, then Terra shall first offer such amended terms to Methanex by notice in writing (“Amended Offer”) delivered to Methanex. In the event of an Amended Offer the Available Premises on the same terms as right of first refusal procedure set forth in the Notice of this Subsection 6.6 shall apply to any Amended Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 and any reference to the contrary, Tenant term “Offer” shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure periodmean “Amended Offer”. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in the Building building located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the “9775 Building”), for which Landlord is seeking a tenant (“Available ROFR Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, or enters into a new lease with such then-existing tenant or subtenant for the same premises, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord receives a bonafide offer to lease from a third party tenant the a bona fide offer to lease Available ROFR Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available ROFR Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five ten (510) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five such ten (510) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of OfferOffer (pursuant to an amendment to this Lease or pursuant to a new lease, at Landlord’s election). 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five ten (5) business day 10)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant’s election (or deemed election) not to a third party tenantlease the Available ROFR Premises. 43.4. Notwithstanding anything in this Section 43 Article to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in monetary or material non-monetary default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default monetary or material non-monetary default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant has committed a Default two (2) or more times notices of monetary or material non-monetary default under this Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided. 43.6. If Tenant exercises the ROFR, however, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transferreasonable control.

Right of First Refusal. During the first twelve (1st12) three (3) years after month period commencing on the Term Lease Commencement Date, Tenant shall have a one-time right of first refusal (“ROFR”) as to any rentable premises in lease the second floor of the Building for which (the "Expansion Space") from Landlord if, after the Lease Commencement Date and during the initial Term of this Lease, Landlord is seeking a tenant (“Available Premises”)or becomes interested in marketing such space. In the event Landlord receives a bonafide offer to lease shall notify Tenant in writing upon receipt by Landlord from a third party tenant the Available Premises, which of an offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant for any portion of the Available PremisesExpansion Space (including all) that Landlord desires to accept. Tenant shall, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within within five (5) business days following its receipt of a Notice of OfferLandlord's notice, Tenant shall advise Landlord indicate in writing whether Tenant elects its intention to lease add to the Available Premises the entire portion of the Expansion Space (including all) so offered by Landlord on the terms and conditions set forth in the Notice of Offerspecified herein. If Any failure by Tenant fails to notify Landlord of Tenant’s election respond to Landlord's notice within said such five (5) business day period, then or any notice by Tenant specifying Tenant's acceptance of the Expansion Space on terms other than those set forth herein or of only a portion of the Expansion Space so offered by Landlord, shall cause Tenant's rights under this subsection A. (1) to terminate with respect to the Expansion Space so offered, and Landlord shall thereafter be deemed to have elected not free to lease the Available Premises. 43.2Expansion Space so offered to another party at any rate and on any terms Landlord chooses. If Tenant timely notifies is entitled to and gives notice to Landlord within such five (5) business days of its desire to add the offered Expansion Space to the Premises, the entire Expansion Space shall be added to the Premises on the following terms and conditions: the Expansion Space so offered shall be delivered by Landlord to Tenant as soon as the same is available and shall be added to the Premises on the same terms and conditions set forth in this Lease with respect to the Premises (except that the Security Deposit for the Expansion Space shall be prorated such that Tenant elects shall deposit an amount equal to lease $1.455 per square foot of Rentable Area within the Available Expansion Space (per year) of the balance of the Term with respect to such Expansion Space, the Tenant Allowance shall be an amount equal to $2.50 per square foot of Rentable Area within the Expansion Space per year of the balance of the Term with respect to the Expansion Space and the Lease Commencement Date with respect to the Expansion Space shall be a date selected by Landlord as the date for Substantial Completion of Landlord's Work therein) AND the balance of the Expansion Space (i.e., the portion of the Expansion Space, if any, not covered by the third party offer) shall be added to the Premises and delivered by Landlord to Tenant on the day before the first anniversary of the date Landlord's notice offering Tenant the Expansion Space was given (or sooner, if mutually agreed in writing by Landlord and Tenant), on the terms and conditions set forth herein with respect to the Expansion Space identified in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4Landlord's notice. Notwithstanding anything to the contrary contained in this Section 43 subsection A.(1), Landlord shall be required to offer any portion of the contraryExpansion Space (including all) to Tenant, and Tenant shall be entitled to exercise its rights hereunder with respect thereto, only if, at the time of such offer and exercise, respectively, Tenant shall is not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In additionterms, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFRconditions, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.provisions or

Right of First Refusal. During the first (1st) three (3) years If at any time after the Term Commencement Dateexpiration of the Option Period hereunder, Tenant shall have Landlord accepts a right of first refusal written proposal (the “ROFRProposal”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant for the Available Premisespurchase of the Property (and Landlord hereby covenants and agrees that it shall accept no offer involving anything other than an all cash Purchase Price), which offer is acceptable to Landlord in its sole and absolute discretion, then Landlord shall provide give written notice thereof to Tenant (the “Notice of OfferLandlord’s Purchase Option Notice”), specifying . Landlord’s Purchase Option notice shall contain the material terms and conditions of a proposed lease to Tenant provisions of the Available Premises, which Proposal and identify the third party. Tenant shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five notify Landlord within three (53) business days following its receipt after Landlord’s delivery of a Landlord’s Purchase Option Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease exercise its right to purchase the Available Premises Property on the terms and conditions set forth in the Notice of OfferLandlord’s Purchase Option Notice. If Tenant fails to notify Landlord within said three (3) business day period of Tenant’s election within said five (5) business day periodto exercise its right to purchase the Property, then Tenant shall be deemed to have elected not waived its right to lease exercise its right to purchase the Available Premises. 43.2. If Tenant timely notifies Property and Landlord that Tenant elects shall be free to lease sell the Available Premises Property on the terms and conditions set forth and to the third party and within the time period contained in Landlord’s Purchase Option Notice. If the sale by Landlord pursuant to the Purchase Option Notice is not consummated in accordance with the terms thereof, the Property shall again be subject to the provisions of Offerthis Section 28.3. If Tenant exercises its right to purchase the Property, then within fifteen (15) days after Tenant’s exercise, Landlord and Tenant shall lease enter into a purchase and sale agreement for the Available Premises to Tenant upon Property on substantially all of the terms and conditions set forth specified in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed TransferPurchase Option Notice.

Right of First Refusal. During Subject to the first (1st) three (3) years after existing rights with respect to the Term Commencement Datebelow-described Right of Refusal Space held by Fujitsu Transaction Solutions, Tenant shall have a an ongoing right of first refusal (the “ROFRRight of First Refusal”) as to any rentable premises in lease the area comprising approximately 2,516 Rentable Square Feet and situated on the south front portion of the second (2nd) floor of the Building for which Landlord is seeking and not theretofore leased by Tenant pursuant to this Lease, as depicted on Schedule 1 attached hereto and made a tenant part hereof (the “Available PremisesRight of First Refusal Space”). In Such Right of First Refusal shall be exercisable by Tenant only if no event of default by Tenant under this Lease then exists and is continuing beyond the event expiration of any notice and cure periods applicable thereto under the Lease, as of the date of submission of the Offer (as defined below) by Landlord to Tenant. If Landlord receives a bonafide bona fide offer (the “Offer”) from a prospective tenant to lease from a third party tenant all or any part of the Available PremisesRight of First Refusal Space, which offer is acceptable and provided that Fujitsu Transaction Solutions has not elected to Landlord in exercise its sole and absolute discretionsuperior right with regard to such Right of First Refusal Space, Landlord shall provide give Tenant written notice thereof to Tenant (the “Notice of Offer”)such fact, specifying setting forth in such notice all of the material terms and conditions of a proposed lease to such Offer. After Landlord notifies Tenant in writing of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of such an Offer, Tenant shall advise Landlord in writing whether have ten (10) days to exercise the Right of First Refusal by written notice to Landlord. If Tenant elects exercises the Right of First Refusal, Tenant shall be required to lease all of the Available Premises on Right of First Refusal Space that is the terms and conditions set forth in subject of the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s its election within said five the aforesaid ten (510) business day period, then Tenant shall be deemed to have elected not waived the Right of First Refusal with respect to the Offer. Upon any exercise by Tenant of the Right of First Refusal in accordance herewith, Landlord and Tenant shall promptly execute, at the request of either, an amendment to this Lease whereby Tenant leases such space, provided that the terms of such lease of such Right of First Refusal Space shall in such event be upon the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the same terms and conditions as set forth in the Notice original Lease with prorated allowances for the remaining term if this Right of Offer, then Landlord shall lease First Refusal is acted upon during the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five first twelve (512) business day period described above, then Landlord shall have the right to consummate the lease months of the Available Premises on initial Lease Term only and thereafter at the same rental rate, length of term and allowances for such space shall be the rental terms as set forth in the Notice Offer, and the amendment shall contain the other specific terms of the bona fide Offer that are inconsistent with the then terms of the Lease). If Tenant exercises the Right of First Refusal and Landlord is required, in accordance with the Offer, to construct improvements to such space, Landlord will deliver such space ten (10) days after the later to occur of: (i) the date upon which the leasehold improvements to be constructed in such space have been substantially completed in accordance with the construction drawings for such leasehold improvements; or (ii) the issuance of a third party tenant. 43.4certificate of occupancy or other occupancy permit, if required by applicable law, for such space. Notwithstanding anything If Tenant exercises the Right of First Refusal and Tenant elects, in this Section 43 accordance with the Offer, to either accept such space “as-is, with all faults” or to construct improvements to such space, Landlord will deliver such space to Tenant either (1) within five (5) days after the execution of an amendment to the contraryLease whereby Tenant leases such space, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two or (2) or more times during at the twelve (12) month period prior time the space was to be delivered to the date on which prospective tenant under the Offer, whichever is later. If Tenant seeks fails or refuses to exercise such Right of First Refusal or is deemed to have waived such Right of First Refusal with respect to such space the ROFRsubject of such Offer, whether or not Tenant cures then such Defaults within any Right of First Refusal shall lapse as to such then applicable cure period. 43.5. Notwithstanding anything in this Lease third party Offer, time being of the essence with respect to the contraryexercise thereof, Tenant shall not assign or transfer and Landlord may thereafter lease the ROFRapplicable space, either separately in whole or in conjunction with an assignment or transfer of Tenant’s interest part, to the prospective tenant identified in such Offer on the terms set forth in the LeaseOffer or on terms for a Net Effective Rate (as defined hereinbelow) which is not lower than that offered to Tenant pursuant to the Offer by more than twenty percent (20%); it being hereby agreed that, without Landlord’s prior written consentas used herein, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.term “

Right of First Refusal. During At the first end of the five (1st5) three (3) years after the Term Commencement Dateyear Renewal Lease as described in Section 2.2 [Renewal Term] above, Tenant shall have a right of first refusal (“ROFR”) as to any rentable premises in lease offered for aviation uses on the Building for which Landlord is seeking Leased Property, provided all of the conditions as required by the Renewal Lease are satisfied at the expiration of the Renewal Lease and during any time after expiration of the Renewal Lease and before execution of a tenant (“Available Premises”)lease offered pursuant to this Section 2.3. In the event Landlord receives a bonafide offer A lease offered pursuant to this Section 2.3 will be under standard lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions (including term length and rental rates) in effect at the time of its issuance. If a proposed lease is offered pursuant to Tenant this Section 2.3, MAC will issue the lease 180 days prior to the expiration date of the Available PremisesRenewal Lease. The time period during which Tenant may exercise the right of first refusal shall commence on the 180th day prior to the expiration date of the Renewal Lease, which and shall be expire 60 days prior to the same as expiration date of the Renewal Lease. If the lease offered by MAC pursuant to this Section 2.3 is not accepted by ▇▇▇▇▇▇, or executed by Tenant within the time period described in the previous sentence, then (i) Tenant’s right of first refusal shall expire, (ii) Tenant must comply with all of the terms regarding the surrender of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant’s election within said five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms Leased Property as set forth in the Notice Renewal Lease and the Policies, and (iii) MAC will not pay any compensation for Improvements. If MAC does not offer a lease for aviation uses on the Leased Property pursuant to this Section 2.3, then MAC will pay compensation, as provided in Section 16.6 [Payment of Offer to a third party tenant. 43.4Compensation for Improvements] of this Lease, provided all of the conditions as required by the Renewal Lease are satisfied at the expiration of the Renewal Lease. Notwithstanding anything in the terms of the previous paragraph, if MAC offers a lease for aviation uses on the Leased Property pursuant to this Section 43 2.3, but such uses do not include all permitted uses allowed by the Renewal Lease, then MAC will pay compensation, as provided in Section 16.6 [Payment of Compensation for Improvements] of this Lease, provided (i) all of the conditions as required by the Renewal Lease are satisfied at the expiration of the Renewal Lease, and (ii) Tenant does not accept the lease because not all permitted uses allowed by the Renewal Lease are included in the offered lease. MAC will not provide any compensation for Improvements, however, in the event a lease is not offered pursuant to this Section 2.3 for failure to meet the contraryconditions in the Renewal Lease; except, Tenant shall however, if a lease is not exercise issued solely because MAC has determined that it requires the ROFR during such period Leased Property, before the end of time that Tenant the term of the lease to be offered, for a use that, in MAC’s judgment, is for the betterment of the Airport, the MAC airport system, or the aviation community, then MAC will pay compensation, as provided in default under any provision Section 16.6 [Payment of Compensation for Improvements] of this Lease. Any attempted exercise ▇▇▇ becomes the owner of the ROFR during a period Improvements (other than tanks) for which MAC has paid Tenant compensation, as of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which MAC pays Tenant seeks Compensation. If MAC has paid Tenant compensation pursuant to exercise this paragraph, ▇▇▇▇▇▇ must comply with all of the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to terms regarding the contrary, Tenant shall not assign or transfer surrender of the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest Leased Property as set forth in the LeaseRenewal Lease and the Policies, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, except that Landlord’s consent shall Tenant will not be required for Tenant’s assignment to remove the Improvements. If MAC is not required to pay Tenant compensation pursuant to this paragraph, ▇▇▇▇▇▇ must comply with all the terms regarding the surrender of the ROFR Leased Property as set forth in connection with an Allowed Transferthe Renewal Lease and the Policies.

Right of First Refusal. During (A) Landlord agrees that during the first initial four (1st) three (34) years after of the Primary Term, prior to entering into any new lease with a prospective new tenant for any portion of the Thirteenth (13th) Floor in the Building, (the "ROFR Space") Landlord shall, provided Tenant has not assigned the Lease to a person or entity other than an Affiliate or sublet more than fifty percent (50%) of the Rentable Area of the Premises under the Lease to a person or entity other than an Affiliate for the remainder of the Primary Term, first notify Tenant in writing of its intention to do so, which notice shall set forth the rent, terms and other conditions upon which such lease is intended to be consummated with such prospective tenant, except Tenant must lease the space coterminous with the Primary Term Commencement Date("Landlord's Notice"). Landlord's Notice shall also include "as built" floor plans (if available) for the ROFR Space, and Landlord shall provide Tenant with the opportunity to view such ROFR Space prior to the Refusal Notice Date (as hereinafter defined). The foregoing right of first refusal granted to Tenant shall be continuous and recurring during the initial four (4) years of the Primary Term. Tenant shall have a right period of first refusal (“ROFR”) as to any rentable premises in the Building for which Landlord is seeking a tenant (“Available Premises”). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the “Notice of Offer”), specifying the material terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days Business Days following the giving of Landlord's Notice to notify Landlord, in writing, of its receipt of election to enter into a Notice of Offerlease for the applicable ROFR Space as a tenant upon the rent, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on the terms and conditions set forth in the Landlord's Notice of Offer("Refusal Notice Date"). If Tenant fails to shall notify Landlord in writing of Tenant’s its election to enter into such Lease as a tenant for the ROFR Space within the said five (5) business day Business Day period, then Landlord shall deliver and Tenant shall be deemed execute a modification of this Lease mutually acceptable to have elected not to lease Landlord and Tenant incorporating the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the rent, terms and conditions as set forth in Landlord's Notice to Tenant with respect to such ROFR Space to the Notice of Offeradditional premises, then and Tenant's Security Deposit, if any, currently held by Landlord shall lease be increased in a proportionate amount. Time is of the Available Premises essence with respect to Tenant upon the terms and conditions set forth in the Notice Tenant's exercise of Offerits right to first refusal. 43.3. (B) If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails shall fail to notify Landlord in writing of Tenant’s its election to enter into a modification to its Lease incorporating the ROFR Space, within the five (5) business day Business Day period described abovereferred to in subsection (A) hereof, then Landlord shall have the right of first refusal granted to consummate the lease of the Available Premises on the same terms Tenant as set forth in subsection (A) of this Section with respect to the ROFR Space referred to in Landlord's Notice, shall automatically terminate and come to an end subject to Paragraph 17.D. (below). (C) If Tenant shall not elect to Lease the premises referred to in Landlord's Notice of Offer within the five (5) Business Day period following Landlord's Notice then, Landlord may thereafter deliver the Lease for such additional premises to a third party the proposed tenant. 43.4. (D) Notwithstanding anything the aforementioned, in this Section 43 the event Landlord and prospective Tenant fail to execute a lease agreement for all of the contraryROFR Space identified in Landlord's Notice within One Hundred Eighty (180) Days from the Refusal Notice Date, Tenant's right of first refusal for the ROFR Space, or any portion thereof, shall be reinstated. (E) This right of first refusal so granted to Tenant shall not exercise terminate and become null and void upon the ROFR during such period of time that Tenant is in default under any provision expiration or sooner termination of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment of the ROFR in connection with an Allowed Transfer.

Right of First Refusal. During Provided Tenant is not then in default under the first (1st) three (3) years after the Term Commencement Dateterms, covenants and conditions of this Lease, Tenant shall have a an ongoing right of first refusal (the “ROFROffer Right”) to lease the approximately one thousand four hundred twenty-one (1,421) square feet of space adjacent to the Premises and commonly known as to any rentable premises in Suite 130 (the Building for which Landlord is seeking a tenant (“Available Premises"Offer Space”). In If, at any time during the event Term, excluding any Renewal Term, Landlord receives a bonafide third-party offer to lease from or purchase the Offer Space, as evidenced by a third party tenant the Available Premises, which offer is acceptable to Landlord in its sole and absolute discretionletter of intent or other written offer, Landlord shall provide written notice thereof to notify Tenant (in writing of the “Notice of Offer”), specifying the material terms and conditions of a proposed such third-party offer if such third-party offer is an offer to lease or, if such third-party offer is an offer to purchase the Offer Space, then Landlord shall notify Tenant of the Available Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available Premises on of the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify upon which Landlord of Tenant’s election within said five (5) business day period, then Tenant shall would be deemed to have elected not willing to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 Space to the contrarypublic, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that the base rent for the Offer Space shall be the then Fair Market Rent for the Offer Space (in either instance, “Landlord’s consent Notice”). Tenant shall not be required for have a period of ten (10) business days after receipt of Landlord’s Notice in which to exercise Tenant's Offer Right to lease the Offer Space pursuant to the terms and conditions contained in Landlord's Notice, failing which Landlord may lease or sell the Offer Space, as applicable, to the third party on substantially the same terms and conditions as those set forth in Landlord’s assignment Notice. If Tenant exercises its Offer Right in accordance with the terms and conditions of this Section 32, effective as of the ROFR date Landlord delivers the Offer Space (the "Delivery Date"), the Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of the Lease, except as set forth in connection with Landlord's Notice and as follows:(i) unless Landlord’s Notice specifies otherwise, the Offer Space shall be leased on an Allowed Transfer“as is” basis and Landlord shall have no obligation to improve the Offer Space or grant Tenant any improvement allowance thereon; and (ii) if requested by Landlord, Tenant shall execute a written memorandum or amendment confirming the inclusion of the Offer Space and the Base Rent for the Offer Space. If Landlord is delayed delivering possession of the Offer 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 as soon as reasonably possible, and the commencement of the term for the Offer Space shall be postponed until the date Landlord delivers possession of the Offer Space to Tenant free from occupancy by any party.

Right of First Refusal. During Provided the first (1st) three (3) years after Tenant occupies the entire 36th floor, is not then in default pursuant to the Lease and has not, either in whole or in part, sublet Spaces “A” to “D” inclusively or assigned the Lease to a third party which is not an Affiliate, the Tenant shall have, throughout the Term Commencement Dateand any renewal thereof, Tenant shall have a right of first refusal (“ROFR”) as to lease any rentable premises in space located on the Building 39th floor which is or becomes vacant and available for which Landlord is seeking a tenant (“Available Premises”)leasing. In accordance with the event foregoing, the Landlord receives a bonafide offer to lease shall, upon receipt from a third party tenant of any bona fide offer to lease which the Available Premises, which Landlord is willing to accept (or prior to the Landlord making a binding offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof lease to Tenant (the “Notice of Offer”a third party), specifying offer to lease the material space located on the 39th floor and contemplated in such third party offer to the Tenant on the same terms and conditions of a proposed lease to Tenant of the Available Premises, which shall be the same as the terms of the bonafide contained in such third party offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within five (5) business days following its of the Tenant’s receipt of a Notice the Landlord’s written offer of Offersuch terms to the Tenant, the Tenant shall advise may notify the Landlord in writing whether Tenant elects to lease of its acceptance of all of the Available Premises on the said terms and conditions set forth and shall within ten (10) business days sign an amendment to the Lease for all and not part of the premises contemplated in such offer. Should the Notice of Offer. If Tenant fails to not notify the Landlord of Tenantits acceptance of the Landlord’s election offer within said five (5) business day periodthe aforesaid delay, then Tenant shall be deemed to have elected not to lease the Available Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant’s election within the five (5) business day period described above, then Landlord shall have the right to consummate enter into an agreement of lease with such third party and the lease Tenant’s right of first refusal on the 39th floor shall then after be subordinated to any rights which may have been granted to such party. It is expressly understood that, in no event, shall the Landlord be obligated to divulge the identity of any third party having made an offer to lease. 77 Notwithstanding any of the Available Premises foregoing, the Landlord agrees to use all of its reasonable efforts to inform the Tenant verbally of any impending third party offers to lease space on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this Section 43 39th floor (if applicable pursuant to the contraryforegoing), Tenant shall not exercise the ROFR during it being expressly understood that such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in Default shall be void and of no effect. In addition, Tenant verbal notification shall not be entitled deemed a waiver of the Landlord’s right to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5lease space in accordance with this clause. Notwithstanding anything in It is expressly understood that this Lease to the contrary, Tenant right of first refusal shall not assign be assignable or transfer transferable by the ROFR, either separately Tenant nor shall it pass to or in conjunction with an assignment devolve upon any subtenant or transfer assignee of Tenant’s interest in the Premises or the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that Landlord’s consent shall not be required for Tenant’s assignment unless such subtenant or assignee is an Affiliate of the ROFR in connection with an Allowed TransferTenant.