Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. During the Lease Term, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.

Right of First Refusal. During If at any time during the Lease Term of this Lease, Landlord shall receive a bona fide offer (a “Third Party Offer”) from a third party (other than a purchaser making a bid or offer to purchase the Leased Property at any sale incidental to the exercise of any remedy provided for in any mortgage on the Leased Property) to purchase the Leased Property, containing terms and conditions satisfactory to Landlord, then Landlord shall notify Tenant of such Third Party Offer, including the identity of the offeror. If at the time of Landlord’s receipt of the Third Party Offer no Event of Default has occurred hereunder and is continuing, and provided that Tenant shall not have vacated the Leased Property or subleased the entirety thereof, then for a period of (i) sixty (60) days, if during the Initial Term, or (ii) thirty (30) days, if during a Renewal Term, after Tenant’s receipt of Landlord’s notice, Tenant shall have a the exclusive right to accept Landlord’s offer to purchase Landlord’s interest in the Leased Property upon the terms and conditions set forth in the Third Party Offer. Tenant shall exercise such right of first refusal refusal, if at all, by delivering its written purchase offer to Landlord within said sixty (each a “Right 60) or thirty (30) day period, as the case may be, following receipt of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), Landlord’s notice. Such purchase shall occur on the same date that is at least forty-five (45) days after Landlord’s receipt of such notice. On the date of such purchase Landlord shall convey and assign to Tenant, or its designee, Landlord’s interest in the Leased Property or portion thereof against payment of the sale price therefor, in accordance and upon compliance with the terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease of the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to TenantThird Party Offer and this Lease, and Tenant Tenant’s obligation to pay Rent, shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only terminate with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect Leased Property conveyed to only a portion thereofTenant. If Tenant rejects that offer or fails to accept the same in writing Landlord’s offer within such time sixty (60) or thirty (30) day period, as the case may be, then Landlord shall be free to lease the Additional Space free, subject to the restrictions set forth in Paragraph (g) of Article 21 hereof, to sell the Leased Property described in the Third Party Offer at a price not less than the purchase price contained in the Third Party Offer for a period of nine (9) months thereafter without offering such Leased Property to Tenant. If Landlord does not convey its interest in such Leased Property within such nine (9) month period or in the event of any material change in the terms of the Third Party Offer, Tenant’s rights pursuant to this paragraph shall be reinstated. The term “material change” as used in the preceding sentence shall include a change of identity of a third party on substantially similar or its assignee, to a bank which is a substantial competitor in Tenant’s market. Any third party that purchases the Leased Property pursuant to this Article 16 shall take the Leased Property subject to the terms hereof, and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at such purchaser shall assume Landlord’s election, be null rights and void if Tenant is in default obligations under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space or at any time thereafter accruing, and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, 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 Right of First Refusal contained in this Lease shall be fully 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 remain in full force and (ii) Base Rent for the Premises from and after expiration of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Leaseeffect. Landlord does not guarantee that shall cause any third party purchasing the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants Leased Property pursuant to this Article 16 to execute and deliver to Tenant a document confirming such third party’s assumption of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in rights and obligations under this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasethereafter accruing.

Right of First Refusal. During the Lease Term, provided the Tenant shall have is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a right bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of first refusal the Building (each a the “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Available Space”), on the 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 the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that Landlord is prepared to accept from any third party. When Landlord receives an offer it wishes to lease the Additional Space from a third party which Landlord desires to acceptAvailable Space. For greater certainty, Landlord shall present it is agreed that the same, in writing, to Tenant, and Tenant shall thereafter have ten 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 such terms and conditions (10) days exactly as set out in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the 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 the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and may the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be exercised with respect assignable or transferable by the Tenant nor shall it pass to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to devolve upon any assignee or transferee of this lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant or of the offer concerning the Additional Space rights granted thereby or at any time thereafter and before commencement subtenant of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, the parties shall execute an amendment to the Lease adding the Additional Space, whole 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseproposed Premises selected.

Right of First Refusal. During the Lease Term, (a) Tenant shall have a continuing right of first refusal with respect to any contiguous space in the Building of ten thousand (each a “Right 10,000) square feet or greater as measured by the ANSI/BOMA Z65.1-1996 standards that becomes available during the term of First Refusal”) to lease rentable area located adjacent the Lease, excluding any space on the ground floor of the Building (the "Refusal Space"), subject to the Premises as portions existing rights of it become available from time existing tenants to time (each such portion being referred to herein as an “Additional the Refusal Space”). Provided that no Event of Default has occurred which has not been cured, on the same terms and conditions that if Landlord is prepared to accept from any third party. When Landlord receives shall receive an offer to lease any portion of the Additional Space from a third party Refusal Space, which offer Landlord desires shall desire to accept, Landlord shall present give written notice of the samesaid offer to Tenant ("Landlord's Refusal Notice"). The Landlord's Refusal Notice shall set forth in reasonable detail the terms of the offer, in writingincluding a description of the space, to Tenantthe Base Monthly Rental (including escalations thereof), condition of the space (i.e., as is, building standard construction, tenant improvement allowances), taxes, maintenance costs and Tenant shall thereafter have other pass-throughs, term and any other material terms of the offer. Within ten (10) days in which to accept or reject that offer of receiving Landlord's Refusal Notice, Tenant may elect, by written notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same Refusal Space upon the terms and conditions stated in writing within such time periodthe 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, then Landlord shall be free to accept the offer to lease and lease the Additional Space space to a third party pursuant to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing mannerthereof. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant Upon Tenant's acceptance of the offer concerning the Additional Space or at any time thereafter and before commencement of the Lease for the Additional Refusal Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, the parties shall prepare and execute an amendment to incorporating the Refusal Space into 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 subject to Tenant, but an otherwise valid exercise all of the Right terms, covenants, and conditions herein, except as modified by the terms of First Refusal the offer. The right contained in this Lease Section is personal to Xxxx.xxx, Inc. and its Affiliates, and such right shall not inure to the benefit of any assignee or subtenant of Xxxx.xxx, Inc., except for its Affiliates and such right shall be fully 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 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 subject to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise provisions of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this LeaseSection 18.

Right of First Refusal. During the Lease Term, If Tenant shall have a does not unconditionally exercise its right of first offer/refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to within the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days business day period specified in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time periodSection 32(b) above, then Landlord shall be free to lease the Additional space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party on substantially similar 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 those offered 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 Tenant an express written provision in the foregoing mannersuch third (3rd) party lease. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment Notwithstanding anything to the Lease adding the Additional Spacecontrary contained herein, or a new lease for the Additional SpaceTenant must elect to exercise its right of first offer/ refusal, or such other documentation as Landlord shall requireif at all, promptly after Landlord shall prepare the same, confirm the leasing of such Additional Space to Tenant, but an otherwise valid exercise of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any all of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of space offered by Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant at any particular time, and Tenant may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right elect to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise lease only a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasethereof.

Right of First Refusal. During So long as Tenant is not in default beyond the Lease Termexpiration of applicable notice and cure periods, in the event Landlord has received and intends to accept a bona fide third party offer (“Offer”) to enter into a lease for any vacant space that becomes available on the 4th and/or 5th floors of the Building (“First Refusal Space”), Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), First Refusal Space on the same terms and conditions set forth in the Offer, except that Landlord is prepared to accept from any third partythe term thereof shall be co-terminus with that of this Lease. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days from receipt of Landlord’s written notice of the Offer to advise Landlord in which to accept or reject that offer by writing of Xxxxxx’s exercise of its right of first refusal. Such notice to Landlord. The Right shall include the terms of First Refusal shall apply only with respect to the entire Additional Space subject Offer but need not including the name of the third party offer, and may not be exercised with respect to only a portion thereofparty. If In the event Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant so exercise said right in the foregoing manner. Each Right manner and time as heretofore provided, Xxxxxx’s right of First Refusal shall, at Landlord’s election, first refusal shall thereafter be null and void if Tenant is in default under and of no further force or effect , and Landlord shall have the Lease at right to lease the date Landlord would otherwise notify Tenant portion of the offer concerning the Additional Space or at any 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, the parties shall execute an amendment Space which is subject to the Lease adding Offer to any third party. In the Additional Spaceevent of such exercise, or a new lease for the Additional Space, or such other documentation as Landlord shall require, promptly after Landlord shall prepare an amendment of this Lease reflecting the same, confirm the leasing terms of such Additional Space exercise within thirty (30) days after Xxxxxx’s written notice exercising said option. Said right shall be subject and junior to Tenant, but an otherwise valid exercise of the Right of following rights to lease the First Refusal contained Space: American Intercontinental University has an on-going right of first refusal on all space in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the term Corridors I and II and Revenue Cycle Solutions has an on-going right 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available first refusal on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions 5th floor in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.Corridors I.

Right of First Refusal. During If at any time prior to the expiration of the Term of the Lease Termfor the 10th Floor, Tenant including the First Extension Period and Second Extension Period, if the extension option for such Second Extension Period is exercised, Landlord shall have receive a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any bona fide third party. When Landlord receives an party offer to lease all of the Additional Space from a third party 10th Floor then being leased by Tenant, which offer Landlord desires shall desire to accept, Landlord shall present transmit a memorandum of said offer to Tenant. The memorandum shall be executed by Landlord and contain a declaration attesting to the sametruth and correctness of the contents of the memorandum. Landlord shall provide Tenant with the identity of the third party, unless the third party does not give permission to disclose its identity, in writingwhich event the Landlord shall provide Tenant with a description of the business which the third party is engaged in. The memorandum shall set forth in detail the terms of the offer, to Tenantincluding a description of the space (the "First Refusal Space"), the rent (including any abatement and escalations thereof), the term (which shall commence no earlier than July 1, 1996), condition of the space (i.e., as is, building standard construction, tenant improvement allowances), and Tenant shall thereafter have any other material terms of the offer (collectively, the "Economic Terms"). Within ten (10) days in which of receiving Landlord's memorandum, Tenant shall elect, by written notice to Landlord, to accept or reject that offer by notice to Landlord. The Right of the First Refusal Space upon the Economic Terms. Tenant's failure to make the election shall apply only with respect to the entire Additional Space subject be deemed a rejection of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant Space. Upon Tenants acceptance of the offer concerning the Additional Space or at any time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this LeaseSpace, the parties shall execute an amendment to incorporating the First Refusal Space into 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 pursuant to Tenant, but an otherwise valid exercise all of the Right of Economic Terms. Tenant's privilege to lease the First Refusal contained Space as set forth above is expressly conditioned upon Tenant not being in this Lease shall be fully effectivedefault at the time the First Refusal Space is offered for lease, whether or and not such confirmatory documentation being in default between the time the First Refusal Space is executed. If accepted for lease and 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 delivery 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 shall exercise a Right of First Refusal granted in this LeaseSpace. Landlord does Further, Tenant may not guarantee that lease the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or Space if Tenant shall have subleased or has previously assigned its interest in Tenant or its right to possess all or any portion of the PremisesLease or interest in the Lease relating to the 10th Floor other than to an affiliate of Tenant, then immediately upon such termination, sublease or assignment, sublet all or any portion of the Right 10th Floor other than to an affiliate of Tenant. If Tenant is prohibited from accepting or Tenant rejects the offer to lease the First Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease of Space as set forth above, Landlord may lease the Premises, or the assignee under a full or a partial assignment of the Lease, have any right to exercise a Right of First Refusal granted Space with a commencement date on or after July 1, 1996 to any third party upon terms which are not more favorable to said party than the Economic Terms, notwithstanding any exercise by Tenant of its option to extend the Term for the Second Extension Period. Landlord shall provide Tenant with at least ninety (90) days prior written notice of termination in this Leaseall instances in which Landlord leases the First Refusal Space to a third party, except that no such notice shall be required if Tenant has not timely exercised its option to renew the Term for the Second Extension Period. Any such notice of termination to Tenant shall be accompanied by a memorandum executed by Landlord and the third party confirming that a lease has been executed by the Landlord and the third party which contains the Economic Terms.

Right of First Refusal. During If Tenant has failed to exercise its option as to the Additional Space as provided above, and provided that this Lease Term, shall be in full force and effect and Tenant shall have not be in default hereunder, Landlord hereby grants to Tenant a right of first refusal (each the "RIGHT OF FIRST REFUSAL") on the Additional Space above described. If at any time after April 30, 1999, Landlord shall desire to lease all or a “part of the Additional Space (whether or not as part of a larger space), as evidenced by the issuance of a bona fide proposal to a third party by or on behalf of Landlord covering the Additional Space, or Landlord's acceptance of a bona fide proposal from a third party ("THIRD PARTY PROPOSAL"), Landlord shall first offer to lease the Additional Space to Tenant, subject to the limitations provided below, by giving written notice to Tenant. Such notice shall specify the amount of space covered by the Third Party Proposal and the date on which the space under Third Party Proposal is expected to be available for Tenant's lease. Within 5 days after receiving Landlord's notice, Tenant shall give written notice of its election to exercise the Right of First Refusal”) Refusal as to the Additional Space and shall further specify any additional square footage covered in the Third Party Proposal it wishes to lease; in no event, HOWEVER, may Tenant lease less than the 6,219 square feet of Additional Space or be requested to lease rentable area located adjacent to more than the Premises as portions 6,219 square feet of it become available from time to time (each such portion being referred to herein as an “Additional Space”), even if the Third Party Proposal was for less or more than the Additional Space. This Right of First Refusal shall require Tenant to lease the Additional Space on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease (including the Additional Space from a third party which Landlord desires to acceptsame annual per square foot rental rate) included within the Third Party Proposal; PROVIDED, Landlord shall present the sameHOWEVER, in writing, to Tenant, and if Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully effectiveon or prior to June 30, whether or not such confirmatory documentation is executed. If 1999, Landlord agrees that (with respect to only the term of an 6,219 rentable square feet identified on EXHIBIT E as the Additional Space lease extends (including by an option timely exercised) beyond the Lease Term, then, Space): (i) the Lease Term shall be extended to coincide with the term of annual Base Rent rate for 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 not exceed $19.00 per square foot during the last calendar month of the Lease Term or the Base Rent per rentable square foot of the Additional Space and (ii) Tenant shall be entitled to receive a tenant improvements allowance from Landlord for Tenant's completion of improvements in the corresponding time periodAdditional Space subject to and in accordance with Section 8 of this Lease, in an amount not to exceed $74,628.00 ($12.00 x 6,219 rsf), which tenant improvements allowance shall be in the form of a rent credit, by crediting the 12 next due monthly Rent installments with 1/12 of the improvements allowance each. If Tenant shall fails to exercise a the Right of First Refusal granted by delivering written notice to Landlord within such 5-day period, Tenant shall be deemed to have waived its Right of First Refusal. Tenant shall have no right to exercise the Right of First Refusal at any time that it is in default under this Lease. If Tenant waived or is deemed to have waived its Right of First Refusal, Landlord does not guarantee that thereafter shall have the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants unfettered right to lease any portion of the Additional Space to any party upon such terms and conditions and for such period or successive periods of time as Landlord, in its sole, subjective and absolute discretion, shall holdoverdetermine; PROVIDED, or for any other reason beyond Landlord’s reasonable control. In that eventHOWEVER, in the event Landlord does not consummate a lease with a third party within 180 days of Tenant’s sole recourse shall be that the Base Rent 's waiver of its Right of First Refusal (provided Landlord is not in ongoing lease negotiations with respect to the Additional Space shall be abated until Landlord legally delivers the same to a third party) than Tenant. Tenant’s exercise of that 's 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 defaultbe reinstated. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 's Right of First Refusal shall simultaneously terminate be subject and become null subordinate to any renewal rights, expansion options, right of first refusal and void. Under no circumstances whatsoever shall a subtenant under a sublease rights of the Premises, or the assignee under a full or a partial assignment of the Lease, have any right first offer previously granted by Landlord to exercise a Right of First Refusal granted in this LeaseSprint.

Right of First Refusal. During the Lease Term, Tenant shall have Lessor hereby grants to Lessee a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent any suite or all of the suites at the project known as Jupiter Park Village as shown on Exhibit "A" attached hereto. If Lessor desires to lease any portion of such space to a third party other than the existing occupants (tenants) or their assignees and/or related partners at Jupiter Park Village, Lessor shall first notify Lessee in writing of its intention to offer such space for lease. Lessee shall have five (5) days from receipt of such notice to notify Lessor in writing of Lessee's intent to exercise its right of first refusal. If Lessee does not exercise its right of first refusal, then the right of first refusal as to the Premises as portions of it become available space described in the notice from time Lessor to time (each Lessee shall terminate and Lessor may lease such portion being referred space to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer If Lessee elects to exercise its right of first refusal to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Leasedescribed space, the parties term for such space 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 Right of First Refusal contained in this Lease shall be fully 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 expire simultaneously with the term of this Lease, and the Additional Space Lease rent for such described space shall be based on the then prevailing rental rates for properties of equivalent quality, size, utility and (ii) Base Rent for location, with the Premises from and after expiration length of the Lease Term term and credit standing of Lessee to be taken into account, but in no event shall the rent be less than the higher base monthly rent set forth in Section 1.04 of this Lease, otherwise subject to all of the Base Rent per square foot during the last calendar month same terms, covenants, and conditions of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that Within fourteen (14) days from the Additional Space will date of Lessee's election to exercise its right of first refusal, Lessee shall execute plans and specifications, change orders showing construction costs to be available on paid by Lessee, if any, and a modification and ratification of this Lease to include the commencement date for the Lease thereof if the then existing occupants additional space; otherwise Lessee's right of the Additional Space first refusal 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 terminate as to the Additional Space shall be abated until Landlord legally delivers space described in the same notice from Lessor to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate Lessee and Lessor may lease such space to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasethird party.

Right of First Refusal. During Tenant shall have the on-going right of first refusal for all or a portion of the First Floor of the Building that becomes available for lease during the first and second lease years of the initial Term of this Lease Term(the "Offered Space"). If Landlord during such period has a bona fide offer from a third party to lease all or any portion of the Offered Space, and Landlord is willing to accept such offer, Landlord shall so notify Tenant in writing. Provided Tenant is not in default of its monetary obligations hereunder and is not in default of its non-monetary obligations beyond any applicable cure period hereunder as of the date of Landlord's notice hereunder, Tenant shall have a right five (5) business days from the date of first refusal (each a “Right of First Refusal”) Landlord's notice to lease rentable area located adjacent to advise Landlord that Tenant accepts the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), Offered Space on the same terms and conditions set forth in this Lease, except that Landlord is prepared to accept from any third party. When Landlord receives an offer to the Tenant Improvement Allowance for the Offered Space shall be prorated based on the number of lease years then remaining in the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenantinitial Term, and Tenant agrees that the Offered Space shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject become part of the third party offerPremises, and may not except the term therefor shall be exercised coterminous with respect to only a portion thereofthis Lease. If In the event Tenant rejects that offer or fails to accept so notify Landlord within the same in writing within such time periodspecified, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant or in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if event Tenant is in default under the Lease at of its monetary obligations hereunder or is in default of its non-monetary obligations beyond any applicable cure period hereunder as of the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space Landlord's notice hereunder or at any time thereafter and before commencement during such five (5) business day period thereafter, Landlord shall be permitted to lease the Offered Space free from any rights of Tenant hereunder. In the Lease for the Additional Space. After event Tenant validly exercises a Right its right of First Refusal provided in this Leasefirst refusal, 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If promptly amended in writing to add the term of an Additional Offered Space lease extends (including by an option timely exercised) beyond to the Lease Term, then, (i) Premises and to adjust the Lease Term shall be extended to coincide with the term of the Additional Space Lease and (ii) annual Base Rent and the Tenant's Proportionate Share and to provide 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 Tenant Improvement Allowance for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.the

Right of First Refusal. During the Lease TermProvided that Tenant is not in default under this Lease, Tenant shall have a one time right of first refusal (each a “Right of First Refusal”) to lease rentable area located the 1.123 square feet of space adjacent to its premises on the Premises as portions third floor of it become available from the building (Exhibit E). Tenant's right of first refusal shall exist only at the time of the initial leasing of the adjacent space. If Tenant desires to time (each such portion being referred exercise said right to herein as an “Additional Space”)lease adjacent space, the lease shall be at the same price and on the same economic terms and conditions that Landlord is prepared to accept from contained in any third party. When Landlord receives an bonafide offer to lease the Additional Space from a third party such space received by Landlord, which Landlord desires to accept. Upon receipt of such offer, Landlord shall present the same, notify Tenant thereof in writing, to Tenant, and a manner provided for herein for notice. Tenant shall thereafter have five (5) business days after receipt of such notice to elect to exercise its right of first refusal by giving Landlord written notice of Tenant's election to lease such adjacent space. If Tenant exercises its right of first refusal in the manner provided for above, then Tenant shall execute a lease for the adjacent property in accordance with the same economic terms set forth in said bonafide offer within ten (10) days in which to accept or reject that offer by notice to Landlordof exercising its right of first refusal. The Right Notwithstanding the foregoing, the right of First Refusal first refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, automatically be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant and have no further effect upon termination of the offer concerning the Additional Space or at any 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, 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 Right of First Refusal contained in this Lease shall be fully 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 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 This right of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal first refusal is granted exclusively to Tenant and may not be exercised to any assignee or enjoyed by any other person. If the Lease or sublettee of Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.

Right of First Refusal. During Provided this Lease is in full force and effect without default by Tenant, Landlord agrees that prior to renting the Lease Termsuite currently let to Cytec Industries Inc., more particularly described on attached Exhibit "F", Landlord will submit to Tenant a copy of the terms of the proposed lease which Landlord is willing to accept from the third party (the "Offered Terms Sheet"). On or before the fifth business day after the date of such submission, Tenant shall will have a the right of first refusal (each a “Right of the "First Refusal”Refusal Right") to lease rentable area located adjacent send Landlord notice stating that Tenant elects to rent the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on First Refusal Space upon the same identical terms and conditions that Landlord is prepared to accept from any third partyset forth in the Offered Terms Sheet. When Landlord receives an offer to lease Such notice shall be postmarked within the Additional Space from a third party which Landlord desires to accept, Landlord shall present five day period and sent in accordance with the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right provisions of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereofthis Lease. If Tenant rejects that offer or duly and timely exercises the First Refusal Right Landlord and Tenant will promptly enter into a lease for the First Refusal Space (the "New Lease") based upon the Terms of the Offered Term Sheet, and where applicable and not in conflict with the Offered Term Sheet, the terms of this Lease. If for any reason, Tenant fails to accept duly and timely exercise the same in writing within such time periodFirst Refusal Right, then or if Tenant properly exercises it but thereafter, for any reason, other than Landlord's fault, does not timely enter into the New Lease, Landlord shall be free to lease rent the Additional First Refusal Space to another tenant on the third party basis set forth on substantially similar terms the Offered Term Sheet and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Right and the Landlord’s election, 's obligation under this section shall be null and void if and without further force and effect throughout the remainder of the term of this Lease and any extensions thereof. Tenant is in agrees that any default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space or at any 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, 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If deemed a default under 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this New Lease.

Right of First Refusal. During the Lease Term, Tenant shall have a the on-going right of first refusal (each a “Right of First RefusalRight”) to lease approximately 13,438 rentable area located adjacent to square feet of contiguous space in the Premises as portions of it become available from time to time 217 Technology Building shown on Exhibit A attached hereto (each such portion being referred to herein as an the “Additional First Right Space”), on all in accordance with and subject to the provisions of this Section III.E. At any time following receipt of by Landlord of a bona fide letter of intent, request for proposal or other written expression of interest to lease or a portion of the First Right Space to a third party, Landlord shall give Tenant written notice (the “Landlord’s Notice”) of the basic economic terms including, without limitation, the basic rent, term, operating expenses, parking rights, security deposit and tenant improvement allowance, if any (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. It is understood and agreed that should Landlord intend to lease other space in addition to the First Right Space as part of a single transaction, then Landlord’s Notice shall so provide and all such space shall collectively be subject to the following provisions. Within eight (8) business days after delivery of Landlord’s Notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the First Right Space specified in Landlord’s Notice (the “Designated Space”) upon such Economic Terms and the same terms and conditions non-Economic Terms as set forth in this Lease; or (ii) decline to so lease the Designated Space. In the event that Landlord is prepared Tenant does not so respond in writing to accept from any third partyLandlord’s Notice within said eight (8) business day period, Tenant shall be deemed to have elected clause (ii) above. When Landlord receives an offer Should Tenant elect (or be deemed to have elected) to decline to lease the Additional Designated Space pursuant to clause (ii) above, Landlord may lease said Designated Space to any third party tenant, provided that in the event that such lease shall contain Economic Terms which are “substantially more favorable” (as hereinafter defined) to said third party tenant than the Economic Terms contained in the Landlord’s Notice, or in the event that more than one hundred fifty (150) days shall have elapsed from the date of Landlord’s Notice without Landlord having executed a lease of said Designated Space with a third party which Landlord desires to accepttenant, then Landlord shall present repeat the sameprocedures contained in this Section III.E in favor of Tenant. As used herein, “substantially more favorable” shall mean that any of the Economic Terms in writingsaid lease shall be more than ten percent (10%) more favorable than the applicable Economic Terms contained in the Landlord’s Notice. Should Tenant elect to lease the Designated Space pursuant to clause (i) above, then Landlord shall promptly prepare and deliver to TenantTenant an amendment to this Lease consistent with the foregoing, and Tenant shall thereafter have execute and return same to Landlord within ten (10) days in which business days. Tenant’s failure to accept or reject that offer by notice timely return the amendment shall entitle Landlord, at its election, to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free specifically enforce Tenant’s commitment to lease the Additional Space Designated Space, to terminate Tenant’s First Right hereunder and lease such space to any third party, and/or to pursue any other available legal remedy. Tenant shall not have the third party on substantially similar terms and conditions right to those offered to Tenant in the foregoing manner. Each exercise its First Right if, as of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning attempted exercise of any First Right as of the Additional Space or at any time thereafter and before date of the commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant lease of any of the terms or provisions in this Lease“First Right Space” pursuant hereto, nor to extinguish or impair (A) an Event of Default exists under any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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 provision of the Lease, have or (B) Tenant is not occupying the entire Premises or Tenant has assigned or sublet any right of its interest in the Lease (other than to exercise a Right transferee pursuant to a “Permitted Transfer” as defined in Section 9.4 of First Refusal granted the Lease). Notwithstanding anything to the contrary contained in this Section III.E, Tenant’s First Right shall be subject and subordinate to, and shall not be applicable to, any lease by Landlord of the First Right Space to the existing tenant(s) thereof, including without limitation, the successors-in-interest to said existing tenant(s) and its assignees. Tenant’s rights under this Section III.E shall belong solely to Xxxxxx Blue Book Co., Inc., a California corporation, and any attempted assignment or transfer of such rights (other than to a transferee pursuant to a “Permitted Transfer” as defined in Section 9.4 of the Lease) shall be void and of no force or effect.

Right of First Refusal. During (a) Provided that (i) no default has occurred and is then continuing beyond any applicable notice and cure period, and (ii) Tenant originally named herein or a Permitted Transferee remains in possession of a majority of the Leased Premises throughout the Lease Term, and subject to Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have a an on-going right of first refusal (each a “Right of First Refusal”"Refusal Option") to lease rentable area additional space in the Building located adjacent contiguous to the Leased Premises as portions ("Refusal Space"). Prior to entering into any lease that includes all or any portion of it become available from time the Refusal Space, Landlord shall notify Tenant in writing ("Landlord's Notice") of Landlord's receipt of an arms-length offer to time (each lease such portion being referred to herein as an “Additional Space”), on the same terms and conditions space that Landlord is prepared willing to accept from any third party. When Landlord receives an offer to lease the Additional Space from a bona fide third party which Landlord desires offeror ("Bona Fide Offer") and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to acceptthe Refusal Space, Landlord then the Refusal Space shall present the same, in writing, be deemed to Tenantinclude, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall thereafter have ten (10) business days after Tenant receives Landlord's Notice in which to accept or reject that offer by notice notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof's Notice. If Tenant rejects that offer declines to exercise this Refusal Option or fails to accept give such written notice within the same time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in writing within such time period(c) below, then this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Additional Refusal Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space bona fide offeror or at any 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasethird party.

Right of First Refusal. During Provided that (i) Tenant is not in ------------ ------------------------ default hereunder, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (iv) the current use of the Leased Premises is acceptable to Landlord, Tenant shall have a the right of first refusal (each a “Right of First Refusal”"Refusal Option") to lease rentable area located adjacent to space in the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), Building crosshatched on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease attached Exhibit D ("Refusal Space") as such space becomes available for leasing during the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to LandlordLease Term. The Right of First term for the Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 coterminous with the Lease Term, thenprovided, however, that the minimum term for the Refusal Space shall be three (i3) years and the Lease Term shall be extended extended, if necessary, to coincide be coterminous with the term of the Additional Space Lease and (ii) Base Rent for the Premises from and after expiration of the Lease Term Refusal Space. The Refusal Space shall be the higher of the Base Rent offered to Tenant at a rental rate equal to $3.00 per square foot during the last calendar month of the Lease Term or the Base Rent (which includes $1.20 per square foot for tenant improvements) plus the Base amount. In the event the Refusal Space is not leases to the initial third party prospective tenant, then this Refusal Option shall remain in effect. In the event the Refusal Space is leased to a third party, this Refusal Option shall terminate and be of no further force and effect. Upon notification in writing by Landlord that Landlord has a bona-fide third party (which Landlord will identify, if possible) seriously interested in part or all of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdoverSpace, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased three (3) business days in which to notify Landlord in writing of its election to lease the Refusal Space being offered at such rental rates described above, in which event this lease shall be amended to incorporate such Refusal Space. It is understood and agreed that this Refusal Option shall not be construed to prevent any tenant in the Building from extending or assigned renewing 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, have any right to exercise a Right of First Refusal granted in this Leaselease.

Right of First Refusal. During Provided Tenant is not then in default under the Lease TermLease, Tenant shall have a the right of first refusal exercisable on seven (each a “Right of First Refusal”7) business days prior written notice to lease rentable area located adjacent any space contiguous to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that as the Landlord is prepared to accept may receive in writing from any and signed by a third party. When Such right of first refusal shall not apply to renewals or extensions of leases currently in effect in the Building. If Landlord receives an a bona fide, arm’s length offer to lease the Additional Space from a some third party for the lease thereof which Landlord desires wishes to accept, Landlord shall present furnish a copy of the sameoffer to Tenant within seven (7) business days after receipt from the third party, in writingand offer to lease the space to Tenant with the same deposit on the same terms and conditions, using the same lease form. Tenant shall have seven (7) business days after receipt of an offer from Landlord within which to give written notice to Landlord of Tenant’s election to lease the space on the same terms and conditions and deliver the deposit to Landlord. Upon a timely election to lease, Landlord and Tenant shall be deemed to have (i) entered into a written lease with the same terms, conditions, and form as made by the third-party and Landlord and Tenant shall thereafter have ten execute and deliver a lease to that effect (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional “Expansion Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 extended the Premises from and after expiration then current term of this Lease to the ending date of the Expansion Space Lease; provided, however, that the then current term of this Lease Term shall not under any circumstances be shortened even if the higher Expansion Space Lease ends prior to the Ending Date of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. If Landlord does not guarantee that receive the Additional Space will be available on deposit and a timely written election to lease from Tenant within the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdoverseven (7) business days, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default it is an election by Tenant not to lease. All rights of any of the terms or provisions in this Leasefirst refusal end upon an election not to lease as provided above. LANDLORD: CITIZENS RESERVE, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise LLC, a Right of First RefusalFlorida Limited Liability Company By: Dxxxxx X. Xxxxxx Manager WITNESS WITNESS TENANT: CITIZENS NATIONAL BANK OF SOUTHWEST FLORIDA, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.N.A. WITNESS By: Mxxxxxx X. XxXxxxxx Chief Executive Officer

Right of First Refusal. During Subsequent to the Lease Termexpiration or sooner termination of the Option Period, Landlord hereby grants and Tenant shall have a one-time right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on Space upon the same terms and conditions as provided in the Landlord’s Notice (as hereinafter defined) for rent and provided that at least three (3) years remain in the Term when Tenant occupies the Additional Space. Landlord is prepared shall use reasonable efforts to accept from any third partylease other vacant space in the Building prior to leasing the Additional Space. When In the event that Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to acceptSpace, Landlord shall present so notify Tenant of the sameterms and conditions of such offer (“Landlord’s Notice”). Within five (5) business days after the receipt of Landlord’s Notice, in writing, Tenant shall provide written notice to Landlord as to Tenant’s decision to lease or not to lease the Additional Space. If Tenant provides such notice to lease the Additional Space, Landlord and Tenant shall thereafter have execute a lease or an amendment hereto for the Additional Space within ten (10) days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms as provided in which to accept or reject the Landlord’s Notice except that offer the lease by notice to Landlord. The Right of First Refusal shall apply only with respect to Tenant must be for at least three (3) lease years commencing on the entire date Tenant occupies the Additional Space subject and expiring on the expiration date of the third party offer, and may not be exercised with respect to only a portion thereofthis Lease. If Tenant rejects that offer or fails does not provide written notice within five (5) business days of the receipt of Landlord’s Notice, Tenant shall have been deemed to accept have waived its right to lease the same in writing within such time periodAdditional Space. Thereafter, then Landlord shall be free to enter into a lease the Additional Space with such third party (a “Third Party Lease”) on terms no more favorable to the third party on substantially similar terms than those identified in the Landlord Notice, and conditions to those offered to the rights of Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until null and void and of no further force and effect. Landlord legally delivers shall provide Tenant the same services set forth in Section 3.1 with respect to the Additional Space, the cost of which shall be borne by Landlord and shall be equal to the per square footage construction costs for the Turnkey Upfit prorated by dividing such per square footage construction costs by a fraction the numerator of which is the number of months remaining in the Term when Tenant exercised its right of first refusal and the denominator of which shall be sixty-five (65) (number of months in the Term). Landlord shall configure the Additional Space so that it has connectivity with the Premises upon Landlord’s delivering the Additional Space to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.

Right of First Refusal. During If, within the first twelve (12) months of the initial Term of this Lease, Landlord is in, or is about to enter into, negotiations to lease space on the sixth (6th) floor of the Building and Tenant is not then in default of its covenants and obligations under this Lease Termand The Lincoln National Life Insurance Company, itself, or an Affiliated Entity is occupying at least fifty percent (50%) of the Premises then demised to Tenant, Landlord shall provide written notice to Tenant of such negotiations, such notice to be directed to Xxxxxxx Xxxxxx, Vice President-Director of Facilities, Lincoln National Corporation, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, IN 46801. Tenant shall have a the right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent such space by written notice to Landlord within seven (7) business days after Tenant's receipt of such notice from Landlord. If Tenant fails to timely exercise such right (time being of the essence in respect of this Section 10.27), Landlord shall have no obligation to lease such space to Tenant pursuant to the Premises as portions terms of it become available from time this Section 10.27. If Tenant timely exercises such right, then Landlord shall lease such space to time (each such portion being referred to herein as an “Additional Space”), on Tenant upon the same terms and conditions that Landlord is prepared of this Lease (including, without limitation, the Expiration Date, the Base Rent rental rate then (and from time to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10time) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect applicable to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered other premises demised to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment right to parking passes at the same ratio provided for the other premises then demised to Tenant under this Lease, and the obligation to pay charges for parking passes at the rate then (and from time to time) applicable to the Lease adding other parking passes provided to Tenant under this Lease). Notwithstanding the Additional Spaceforegoing, or a new lease for the Additional Space, or such other documentation as (a) Landlord shall require, promptly after Landlord shall contribute towards the cost of the build-out of such space and Tenant's costs to prepare the sameConstruction Drawings for such space an amount equal to $17.50 per rentable square foot and $.43 per usable square foot (respectively) of such space, confirm in each case multiplied by a fraction, the numerator of which is the number of full calendar months remaining in the initial Term of this Lease after the commencement date of the leasing of such Additional Space space, and the denominator of which is one hundred twenty (120), (b) Tenant shall prepare the Construction Drawings for the build-out of such space in a diligent and efficient manner so that Landlord's final approval thereof is obtained no later than forty-five (45) days after the giving to Landlord of Tenant's notice exercising its right to lease such space, but an otherwise valid and (c) Tenant shall have no right to additional reserved (i.e., as opposed to unassigned) parking spaces by reason of the demise of such space. Notwithstanding the fact that Tenant's exercise of the Right of First Refusal contained in this Lease above-described right to lease such space shall be fully effectiveself-executing, whether or not as aforesaid, the parties hereby agree to execute a lease amendment reflecting the addition of such confirmatory documentation is executed. If space promptly after 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of its right to lease the same. The execution of such lease amendment shall not be deemed to waive any of the terms or provisions conditions to Tenant's exercise of the herein right to lease such space, unless otherwise specifically provided in this Leasesuch lease amendment. Notwithstanding anything to the contrary herein contained, nor to extinguish or impair in no event shall Tenant have any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or under this Section 10.27 if Tenant shall have subleased or assigned its interest in Tenant or previously exercised its right to possess all or any portion reduce the size 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, have any right Premises pursuant to exercise a Right of First Refusal granted in this LeaseSection 10.28 below.

Right of First Refusal. During (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have a one-time right of first refusal (each a “Right of First RefusalRefusal Option”) to lease rentable area additional space in on the fourth (4th) floor of the Building located adjacent contiguous to the Leased Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, on the same terms and conditions Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is prepared willing to accept from any a bona fide third partyparty offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. When If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have five (5) business days after Tenant receives Landlord’s Notice in which to notify Landlord receives an offer in writing of its election to lease the Additional Refusal Space from a third party which Landlord desires to accept, Landlord shall present upon the same, terms set forth in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof’s Notice. If Tenant rejects that offer declines to exercise this Refusal Option or fails to accept give such written notice within the same in writing within such time periodperiod required, then Tenant shall be deemed to have waived this Refusal Option, and thereafter this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Additional Refusal Space to the bona fide offeror or any other third party on substantially similar party. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions to those offered to Tenant as are set forth in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null Bona Fide Offer and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseherein.

Right of First Refusal. During If, at any time during the Lease Original Term and any Extension Term, Landlord shall solicit or receive a bona fide offer in writing (an "Offer") from a third party to lease all or any portion of space adjacent to the Leased Premises shown striped on the attached Exhibit E containing approximately 24,802 rentable square feet of space (the "Refusal Space"), Tenant shall have a right of first refusal (each a “"Right of First Refusal”") to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on Refusal Space upon the same terms and conditions as set forth in the Offer; provided, that Landlord (i) there is prepared no current Default hereunder and (ii) the financial capacity of Tenant meets Landlord's then current criteria for leasing spaces of similar size with similar economic terms, as are then being offered by Landlord, (iii) Tenant and/or a Permitted Transferee remains in possession of the entire Leased Premises; and (iv) the current use of the Leased Premises is consistent with the Permitted Use hereunder, Landlord, promptly following Landlord's receipt of the Offer, shall deliver written notice to accept from any third partyTenant specifying the terms and conditions contained in the Offer. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The exercise its Right of First Refusal shall apply only by providing Landlord with respect to written notice of its exercise within five (5) business days after the entire Additional Space subject date of receipt of Landlord's notice regarding the third party offer, and may not be exercised with respect to only a portion thereofOffer. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each exercises its Right of First Refusal shallwithin the five (5) business-day period, at Landlord’s election, be null Landlord and void if 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 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, the parties promptly shall execute an amendment to the Lease adding relating to the Additional Refusal Space, or a new lease for which includes the Additional Spaceterms and conditions set forth in the Offer. If Tenant fails to provide Landlord with its written notice of exercise within the five (5) business-day period, or such other documentation as Landlord then Tenant shall require, promptly after Landlord shall prepare the same, confirm the leasing of such Additional Space be deemed to Tenant, but an otherwise valid have elected not to exercise of the its Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space particular Offer at issue. Notwithstanding the foregoing, if Landlord negotiates with the proposed tenant lease terms materially more favorable then those offered to Tenant but rejected, Landlord shall be abated until required to submit the more favorable terms to Tenant for its review. Tenant shall have three (3) business days after receipt of the more favorable terms to accept or reject the Refusal Space. If Tenant rejects the more favorable terms, Landlord legally delivers shall be free to enter a lease with the same to Tenantproposed tenant on such terms. Tenant’s exercise of that 's Right of First Refusal shall not operate to cure be continuous during the Term of the Lease and any default by Tenant extension thereof. Tenant's rejection of any particular Offer shall not relieve Landlord of the terms or provisions in this Lease, nor its obligation to extinguish or impair again offer any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal Space to Tenant and may not be exercised or enjoyed by at any other person. If time that the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this LeaseSpace subsequently becomes available.

Right of First Refusal. During the Lease Term, (a) Tenant shall have a right of first refusal (each a “"Right of First Refusal”) to lease rentable area located adjacent to " during the Premises as portions Term of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer Lease to lease the Additional Space space consisting of 14,741 rentable square feet as shown on Exhibit B (the "First Refusal Space") attached hereto and made a part hereof. Landlord will notify Tenant when Landlord has received a bona fide letter of intent or term sheet (the "Third Party LOI") from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only prospective tenant with respect to the entire Additional First Refusal Space. Landlord's notice shall specify the date of availability and all other material terms and conditions which will apply to such First Refusal Space subject as contained in the Third Party LOI. Tenant will notify Landlord within two (2) business days of Landlord's notice if Tenant wishes to lease such first Refusal Space from Landlord on the third party offer, terms and may not be exercised with respect to only a portion thereofconditions so specified. If Tenant rejects notifies Landlord that offer or it wishes to lease the First Refusal Space, Landlord and Tenant shall execute an amendment of the Lease within an additional fifteen (15) business days incorporating such terms and conditions from the Third Party LOI into the Lease. If Tenant fails to accept the same in writing notify Landlord within said two (2) business day period that Tenant intends to lease such time First Refusal Space, or Tenant fails to execute an amendment to this Lease within said fifteen (15) business day period (either period, then "Tenant's Exercise Period"), Landlord shall be free entitled to lease the Additional First Refusal Space to the third party which received the Third Party LOI on substantially similar such terms and conditions to not materially different than those offered to Tenant contained in the foregoing mannerThird Party LOI. Each If, however, (i) Landlord fails to enter into a lease with such third party for the First Refusal Space on such terms and conditions not materially different than those contained in the Third Party LOI within sixty (60) days after the expiration of Tenant's Exercise Period, or (ii) Landlord shall determine that it wishes to pursue business terms which are "materially different" from those set forth in the Third Party LOI, then Tenant's Right of First Refusal shall, at Landlord’s election, be null and void if 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 time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of as to such First Refusal provided in this Lease, the parties Space shall execute thereupon be reinstituted for 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 additional period of two (2) days after Landlord shall prepare either (1) notifies Tenant that the same, confirm the leasing of such Additional Space to Tenant, but an otherwise valid exercise of the Right of First Refusal contained conditions described in this Lease shall be fully 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, clause (i) above have occurred, or (2) provides Tenant with a new or revised Third Party LOI proposing the Lease Term shall be extended to coincide with the term of the Additional Space Lease and different business terms contemplated under clause (ii) Base Rent for above. For purposes of this Section, the Premises from term "materially different" means and after expiration refers solely to: (a) a "net effective rent" (calculated as a function of the Lease Term shall be base rental rate, the higher length of the Base Rent per square foot during fixed initial term, the last calendar month base year, additional rent provisions, the proposed tenant improvement allowance and all other monetary concessions and/or free rent) which is less than 97.5% of the Lease Term or net effective rent described in the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseoriginal Third Party LOI.

Right of First Refusal. During Provided Tenant is not in material uncured financial default under the Lease TermLease, Landlord has the obligation to inform Tenant shall have in writing (the “Option Notice”) if Land lord believes, in good faith, that it has a right of first refusal bona fide prospect (each a the “Right of First RefusalProspect”) to lease rentable area located adjacent all or a portion of any remaining available space in the Building (the “Expansion Area”). The Option Notice will be substantially in the form attached as Exhibit A to this Rider and shall describe the space in which the Prospect is interested (the “Option Area”) and will contain the economic terms upon which Landlord has offered the Option Area to the Premises as portions Prospect. Tenant has the option (the “Expansion Option”) to lease the entire Option Area on the terms and conditions set forth in the Option Notice. To effectively exercise its Expansion Option, Tenant must inform Landlord in writing of it become available from time its desire to time lease the Option Area on the terms and conditions set forth in the Option Notice, which writing must be received by Landlord within fifteen (each such portion being referred 15) Business Days of Tenant’s receipt of the Option Notice. If Tenant fails to herein as an “Additional Space”)timely exercise its Expansion Option, then Landlord has the right to lease the Option Area to the Prospect or to any other third-party on substantially the same terms and conditions that Landlord is prepared as those specified in the Option Notice or on terms more favorable to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect Notwithstanding any language herein to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.contrary:

Right of First Refusal. During the Lease Term, Tenant shall have a right Subject to pre-existing rights of first refusal (each a held by other tenants set forth in Exhibit “Right I” attached hereto and provided that Tenant is not in default in the payment of First Refusal”) Basic Annual Rent, Additional Rent or any other amount due hereunder of in the performance of any covenant or obligation to be performed by Tenant hereunder, Landlord agrees that Landlord will not enter into any lease for any adjacent space which shall become available in the buildings at 300 Xxxxxxx Xxxx and 300 Xxxxxxx Xxxx Xxxx to any prospective tenant who expresses to Landlord his intention to lease rentable area located adjacent such space, on which expression, after reasonable investigation by Landlord, Landlord shall have the right to rely, unless Landlord shall first receive an acceptable bona-fide offer which need not be in writing from such prospective tenant for the Premises as portions lease of it become available from time such space and Landlord shall have notified Tenant in writing of the name of the prospective tenant making the offer, the rental amount to time (be paid therefor and all pertinent details of the proposed lease. Landlord agrees that Tenant shall thereupon have the prior right to lease each such portion being referred to herein as an “Additional Space”), on space upon the same terms and conditions that Landlord is prepared to accept from any third partyas are contained in the offer. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have Said right must be exercised within ten (10) calendar days in which to accept or reject that after Tenant's receipt of said written notice of said offer by giving written notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject Landlord of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the term of an Additional Space lease extends said right within said ten (including by an option timely exercised10) 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 days period. If Tenant shall fail to exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess lease that particular space, Tenant shall be conclusively deemed to have waived and relinquished all rights to lease the particular space specified in the notice and Landlord may lease such space to the third party or any portion of anyone else designated in 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, have any right notice without further notice to exercise a Right of First Refusal granted in this LeaseTenant.

Right of First Refusal. During the Lease Term, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the additional 18,569 square feet of useable space (21,788 rentable square feet) on the second floor of the Building ("OFFER RIGHT"), shown on Exhibit A ("OFFER AREA") provided that such right shall be subject to any right of first offer, first refusal, expansion option or similar right granted to the existing tenant of the Building known as "SDRC". If Landlord receives a bona fide third party offer, which third party offer may consist of a nonbinding letter of intent or proposal, which offer is one Landlord is prepared to accept (subject to finalizing a fully executed lease in form acceptable to Landlord and such third party) generated by either Landlord, any broker representing Landlord, or any broker or representative of any prospective tenant, for all or part of the Offer Area, Landlord shall then offer the area in question to Tenant. Such offer shall be made by Landlord by written notice to Tenant, which notice shall include a copy of the proposed bona fide third party offer (the "OFFER NOTICE"). Within five (5) business days of receipt of the Offer Notice, Tenant shall notify Landlord in writing (the "EXERCISE Notice") as to whether Tenant elects to lease the area described in the Offer Notice upon the terms and conditions stated therein. If Tenant elects to lease the Offer Area in question upon the Offer Notice terms, Landlord and Tenant shall, within ten (10) business days of the Exercise Notice, enter into an amendment to this Lease incorporating the Offer Area in question into the Premises. If Tenant fails to deliver the Exercise Notice within five (5) business days of receipt of the Offer Notice, or fails to enter into the Amendment to this Lease incorporating the Offer Area within ten (10) business days of the delivery of the Exercise Notice, it shall be conclusively determined that Tenant has declined the opportunity to lease such space. If Landlord fails to reach agreement with any bonafide third party as to the offer contained in any Offer Notice, then immediately upon such termination, sublease or assignment, this right of first refusal shall again apply to 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, have any right Offer Area in question as to exercise a Right of First Refusal granted in this Leasesubsequent bonafide third party offers.

Right of First Refusal. During If at any am during the Lease Termterm of the Lease, Landlord receives a request for a proposal from a prospective tenant for other space in the Building, Landlord shall notify Tenant in writing of the same (hereafter a "Landlord's Notice"). The Landlord's Notice shall contain a description of the space, and the economic terms under which Landlord would propose to lease the same to the third party. If within five (5) business days following receipt of a Landlord's Notice, Tenant desires to expand into the space in the Building which is the subject of the Landlord's Notice, Tenant shall notify Landlord in writing of Tenant's desire and requirements (a "Request for Proposal"), which Request for Proposal shall make specific reference to this section of this Lease. Landlord, upon receipt of such Request for Proposal, shall provide to Tenant a written outline of terms, which shall be generally consistent with the terms contained in the Landlord's Notice, including without limitation Landlord's reasonably estimated value of concessions, which outline is not intended to be an offer creating a power of acceptance, but which shall be the framework for negotiations between Landlord and Tenant for a lease of such available space ("Expansion Proposal"). Landlord and Tenant shall thereupon endeavor to consummate a lease embodying the terms of such Expansion Proposal, and such other terms and conditions as may be desired and agreed upon by the parties, within thirty (30) days following Landlord's issuance of the Expansion Proposal. In the event that for any reason, Tenant does not issue a Request for Proposal within five (5) business days after receipt of a Landlord's Notice, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent no rights with respect to the Premises as portions space which was the subject of it become available Landlord's Notice, unless Landlord fails to execute a lease for such space with the prospective tenant, in which event Tenant's right to receive a Landlord's Notice shall apply to the next request for a proposal received by Landlord from time a prospective Tenant for such space. If following Tenant's issuance of a Request for Proposal, Landlord and Tenant do not execute a lease pursuant to time an Expansion Proposal within such (each such portion being referred to herein as an “Additional Space”)30) day period, on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer shall thereafter be permitted to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present space described in the same, in writing, to TenantExpansion Proposal, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only no rights whatsoever with respect to the entire Additional Space subject of the third party offersuch space, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall not thereafter be free obligated to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at provide a Landlord’s election, be null and void if 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 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, the parties shall execute an amendment to the Lease adding the Additional Space's Notice, or a new lease for the Additional Space, an Expansion Proposal in response to any subsequent request 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default inquiry by Tenant of any of the terms or provisions in this Lease, nor pertaining to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasespace thereafter.

Right of First Refusal. During Provided this Lease is then in full force and effect and Tenant is in full compliance with the Lease Termterms and conditions of this Lease, and there is no sublease of any portion of the Premises or assignment of any of Tenant's interest in the Lease, Landlord hereby grants Tenant the right to lease approximately 10,000 rentable square feet on the 16th floor of the Building, more particularly shown on SCHEDULE "1" attached hereto and by this reference incorporated herein (the "Expansion Space"), in accordance with the within terms and conditions. Should Landlord receive 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 notify Tenant thereof in writing setting forth the terms and conditions of such offer, and offering to lease the Expansion Space to Tenant upon the financial terms contained in the third party offer. Tenant shall have a right of first refusal five (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (105) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party such offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that such offer or fails to accept the same in writing respond within such time said five (5) day period, then Landlord shall be free entitled to lease the Additional Space rent said space to the such third party on substantially similar such terms and conditions to those not materially more favorable than the terms and conditions offered to Tenant. If Tenant in accepts said offer and such offer occurs within the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant first two (2) years of the offer concerning Term, then Tenant shall have leased such space upon the Additional Space or at any time thereafter financial terms contained in said offer, and before commencement of upon the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, 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 terms and conditions 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 Right of First Refusal contained in this Lease and for a term coterminous with this Lease, except that the space shall be fully effectiveleased "as is, whether or not such confirmatory documentation is executedwhere is". If The Rent for said Expansion Space shall commence on the term earlier to occur 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 thirty (30) days after Tenant accepts such offer for such Expansion Space, or (ii) Base Rent for on 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 perioddate Tenant occupies said Expansion Space. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that accepts such offer and such offer occurs after the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants end of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any second year of the Term, then all terms or provisions and conditions set forth in this Leasethe third party offer shall apply, 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 including the term, which may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in coterminous with this Lease.

Right of First Refusal. During Section 18.19 of the Lease Termis hereby amended to add the following: "Provided that Tenant is not in default hereunder and subject to any rights of other tenants to the Refusal Space, Tenant shall have a the right of first refusal (each a “Right of First Refusal”"Refusal Option") to lease rentable area located adjacent any additional space in the Building ("Refusal Space")as such space becomes available for leasing during the Lease Term. The term for the Refusal Space shall be coterminous with the Lease Term, provided however, that the minimum term for the Refusal Space shall be five (5) years. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions, excluding free rent and other concessions, as are then being offered by Landlord to a specific third party prospective tenant for such space, but in no event shall such rental rate be less than the then current rental rate under this Lease. In the event that the Refusal Space is not leased to the Premises as portions initial third party prospective tenant, then this Refusal Option shall remain in effect in the event of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a any other specific third party which prospective tenant and the Refusal Space shall again be offered to Tenant in accordance herewith. Upon notification in writing by Landlord desires to acceptthat the Refusal Space is available, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten five (105) business days in which to accept or reject that offer by notice notify Landlord in writing of its election to Landlordlease the Refusal Space at such rental rates described above, in which event this Lease shall be amended to incorporate such Refusal Space. The Right of First Refusal shall apply only with respect to In the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If event Tenant rejects that offer declines or fails to accept the same in writing within such time period, then Landlord shall be free elect to lease the Additional Space to the third party on substantially similar terms Refusal Space, then this Refusal Option shall automatically terminate and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, shall thereafter be null and void if Tenant as to such space. It is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space or at any time thereafter understood and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First agreed that this Refusal provided in this Lease, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal Option shall not operate be construed to cure prevent any default by Tenant of any of tenant in the terms building from extending or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned renewing 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, have any right to exercise a Right of First Refusal granted in this Leaselease."

Right of First Refusal. During the Lease TermProvided that no material Event of Default exists, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent any space that is or will become vacant and available to be leased on the Premises as portions seventh (7th), eighth (8th), ninth (9th), twenty-fifth (25th), twenty-sixth (26th), twenty-seventh (27th), twenty-eighth (28th), twenty-ninth (29th) and thirtieth (30th) of it become available from time to time the Building (each such portion being referred to herein as an the “Additional Refusal Space”). Should Tenant exercise its right to lease any portion of the Refusal Space it shall do so under the same terms offered to the third party tenant. Prior to leasing all or any part of the Refusal Space to any prospective tenant, on Landlord shall provide written notice to Tenant of the economic terms of the proposed lease. Tenant shall have five (5) business days within which to notify Landlord in writing of its intent to lease the subject portion of the Refusal Space upon the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease as the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereofprospective tenant. If Tenant rejects gives such notice of intent to Landlord, Tenant shall, within five (5) business days after its receipt thereof, execute an amendment of this Lease for the subject portion of the Refusal Space in a form that offer acceptable to Landlord and Tenant and incorporating the terms contained in the proposed lease to the prospective tenant. If Tenant fails to execute such amendment or fails to accept the same in writing within such time periodgive written notice of its intent to lease as provided above, then Landlord shall be free to lease the Additional subject Refusal Space to the third party on substantially similar prospective tenant upon the same terms and conditions to those offered to Tenant provided in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 written notice to Tenant, but an otherwise valid exercise regardless of whether the lease with the prospective tenant is consummated, this right of first refusal shall continue in effect. In the event only a portion of the Right Refusal Space is leased at one time, the foregoing right of First Refusal contained first refusal shall continue in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If effect as to 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 remainder of the Additional Space Lease and (ii) Base Rent for Refusal Space. Lastly, nothing in the Premises from and after expiration of the Lease Term above language or herein shall operate or be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise construed in any way as a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available restriction on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession renew the lease of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or existing tenant occupying any portion of the Premises, then immediately upon such termination, sublease or assignment, Refusal Space in accordance with the Right terms 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, have any right to exercise a Right of First Refusal granted in this Leasethat lease.

Right of First Refusal. During If during the Lease Termterm of this Lease, Tenant shall have Landlord receives a right of first refusal bona fide offer from a third party (each a the “Right of First RefusalThird Party Offer”) to execute a new lease rentable area located adjacent to for the lease of (a) the remaining portion of the first floor of the Building not included in the Premises as portions or (b) any portion of it become available from time to time the third floor of the Building (each such portion being referred to herein as an collectively, the “Additional Refusal Space”)) and Landlord is willing to accept the terms of such Third Party Offer, Landlord shall, provided that (a) no Event of Default then exists, and (b) Tenant occupies the Premises, offer to lease to Tenant the Refusal Space on the same terms and conditions that as the Third Party Offer; such offer shall be in writing, specify the rent to be paid for the Refusal Space, contain the basic terms and conditions of the Third Party Offer and the date on which the Refusal Space shall be included in the Premises (the “Offer Notice”). Tenant shall notify Landlord is prepared to accept from any third party. When Landlord receives an offer in writing whether Tenant elects to lease the Additional entire portion of the Refusal Space from a third party which subject to the Third Party Offer on the same terms and conditions as the Third Party Offer in the Offer Notice within seven (7) business days after Landlord desires delivers to accept, Landlord shall present Tenant the same, in writing, Offer Notice. If Tenant timely elects to Tenant, and Tenant shall thereafter have ten lease the Refusal Space within such seven (107) days in which to accept or reject that offer - business day period by written notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment to the this Lease adding the Additional Space, or a new lease for the Additional Space, or such other documentation effective 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 Right of First date the Refusal contained Space is to be included in the Premises, on the same terms as this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the term of an Additional Space lease extends except (including by an option timely exercised) beyond the Lease Term, then, (ia) 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 Basic Rental shall be the higher of amount specified in the Base Rent per square foot during Offer Notice (b) the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space term for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that specified in the Base Rent Offer Notice, (c) Tenant shall receive any tenant improvement allowance referenced in the Offer Notice with respect to the Additional Space Refusal Space, and (d) other terms set forth in this Lease which are inconsistent with the terms of the Offer Notice shall be abated until Landlord legally delivers modified accordingly respecting the same Refusal Space only. If Tenant fails to Tenant. Tenant’s exercise timely elect to Lease the Refusal Space or fails to execute the Amendment to the Lease consistent herewith within seven (7) business days 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 receipt of such default. Each and all Rights of First Refusal are personal from Landlord, then this right shall automatically terminate as to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, Refusal Space covered by 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, have any right to exercise a Right of First Refusal granted in this Leaseapplicable Third Party Offer only.

Right of First Refusal. During If, within the first twelve (12) months of the initial Term of this Lease, Landlord is in, or is about to enter into, negotiations to lease space on the sixth (6th) floor of the Building and Tenant is not then in default of its covenants and obligations under this Lease Termand The Lincoln National Life Insurance Company, itself, or an Affiliated Entity is occupying at least fifty percent (50%) of the Premises then demised to Tenant, Landlord shall provide written notice to Tenant of such negotiations, such notice to be directed to Gxxxxxx Xxxxxx, Vice President-Director of Facilities, Lincoln National Corporation, 1000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, XX 46801. Tenant shall have a the right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent such space by written notice to Landlord within seven (7) business days after Tenant's receipt of such notice from Landlord. If Tenant fails to timely exercise such right (time being of the essence in respect of this Section 10.27), Landlord shall have no obligation to lease such space to Tenant pursuant to the Premises as portions terms of it become available from time this Section 10.27. If Tenant timely exercises such right, then Landlord shall lease such space to time (each such portion being referred to herein as an “Additional Space”), on Tenant upon the same terms and conditions that Landlord is prepared of this Lease (including, without limitation, the Expiration Date, the Base Rent rental rate then (and from time to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10time) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect applicable to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered other premises demised to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment right to parking passes at the same ratio provided for the other premises then demised to Tenant under this Lease, and the obligation to pay charges for parking passes at the rate then (and from time to time) applicable to the Lease adding other parking passes provided to Tenant under this Lease). Notwithstanding the Additional Spaceforegoing, or a new lease for the Additional Space, or such other documentation as (a) Landlord shall require, promptly after Landlord shall contribute towards the cost of the build-out of such space and Tenant's costs to prepare the sameConstruction Drawings for such space an amount equal to $17.50 per rentable square foot and $.43 per usable square foot (respectively) of such space, confirm in each case multiplied by a fraction, the numerator of which is the number of full calendar months remaining in the initial Term of this Lease after the commencement date of the leasing of such Additional Space space, and the denominator of which is one hundred twenty (120), (b) Tenant shall prepare the Construction Drawings for the build-out of such space in a diligent and efficient manner so that Landlord's final approval thereof is obtained no later than forty-five (45) days after the giving to Landlord of Tenant's notice exercising its right to lease such space, but an otherwise valid and (c) Tenant shall have no right to additional reserved (i.e., as opposed to unassigned) parking spaces by reason of the demise of such space. Notwithstanding the fact that Tenant's exercise of the Right of First Refusal contained in this Lease above-described right to lease such space shall be fully effectiveself-executing, whether or not as aforesaid, the parties hereby agree to execute a lease amendment reflecting the addition of such confirmatory documentation is executed. If space promptly after 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of its right to lease the same. The execution of such lease amendment shall not be deemed to waive any of the terms or provisions conditions to Tenant's exercise of the herein right to lease such space, unless otherwise specifically provided in this Leasesuch lease amendment. Notwithstanding anything to the contrary herein contained, nor to extinguish or impair in no event shall Tenant have any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or under this Section 10.27 if Tenant shall have subleased or assigned its interest in Tenant or previously exercised its right to possess all or any portion reduce the size 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, have any right Premises pursuant to exercise a Right of First Refusal granted in this LeaseSection 10.28 below.

Right of First Refusal. During Provided that (i) Tenant is not in Default hereunder, and (ii) Tenant originally named herein or a Permitted Assignee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (iii) subject to any rights of other tenants to the Refusal Space, as defined below, Tenant shall have a continuous right of first refusal (each a the “Right of First RefusalRefusal Option”) to lease rentable area located adjacent to additional space in the Premises as portions of it become available from time to time Building crosshatched on the attached Exhibit F (each such portion being referred to herein as an the “Additional Refusal Space”), on ) as such space becomes available for leasing during the same terms and conditions that Lease Term. The term for the Refusal Space shall be coterminous with the Lease Term with a minimum term of two (2) years. The Refusal Space shall be offered to Tenant at the rental rate then being quoted by Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a specific third party which prospective tenant for such space adjusted for the difference in the term for the third party and the remaining Lease Term. Tenant acknowledges and agrees that the Refusal Space offered to Tenant based on a specific third party deal may contain more or less square footage than the Refusal Space outlined in Exhibit F. Upon notification in writing by Landlord desires to acceptthat the Refusal Space is available, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten seven (107) business days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same notify Landlord in writing within such time period, then Landlord shall be free of its election to lease the Additional Refusal Space to the third party on substantially similar terms at such rental rates and conditions to those offered to Tenant at such square footage described above, in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in which event this Lease shall be fully effective, whether or not amended to incorporate such confirmatory documentation is executedRefusal Space. If Landlord and Tenant cannot agree on 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 form of the Additional amendment within seven (7) business days after delivery of such amendment from Landlord to Tenant, then Landlord may lease the Refusal Space Lease to the prospective third party. It is understood and (ii) Base Rent for agreed that this Refusal Option shall not be construed to prevent any tenant in the Premises Building from and after expiration extending or renewing its lease. Landlord represents to Tenant that as of the Lease Term shall be the higher date of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair no other tenant in the Building has any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaserefusal space.

Right of First Refusal. During Provided that, at the time of the exercise of this option, this Lease Termis in effect and no event of Default beyond any applicable cure period then exists, Tenant shall have a right of first refusal (each a “Right of First Refusal”the "REFUSAL OPTION") to lease rentable area located adjacent any of the additional space in the Building (the "REFUSAL SPACE"). The Refusal Space shall be offered to Tenant upon the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions and at the rental rate then being offered by a specific third party prospective tenant for such space which terms, conditions and rental rate that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires willing to accept. Upon notification in writing by Landlord that the Refusal Space is available, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten seven (107) business days in which to accept or reject that offer by notice notify Landlord in writing of its election to Landlordlease the Refusal Space at such rental rates and at such square footage described above, in which event this Lease shall be amended to incorporate such Refusal Space. The Right of First If Tenant declines its Refusal shall apply only Option, then this Refusal Option with respect to the entire Additional applicable Refusal Space subject of the third party offer, shall terminate and Landlord may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Refusal Space to the prospective third party on substantially similar the terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shallTenant; provided, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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, thenhowever, (i) if the Lease Term Refusal Space is not subsequently leased to another tenant within one hundred twenty (120) days after the expiration of such seven (7) business day period, Tenant's right of first refusal with respect to the Refusal Space shall be extended to coincide with the term of the Additional Space Lease reinstated and (ii) Base Rent for if the Premises from and after Refusal Space is leased to a third party within such one hundred twenty (120) day period, Tenant's right of first refusal shall be reinstated with respect to such Refusal Space only upon expiration of the Lease Term shall be term of such lease and any extensions thereof and the higher receipt by Landlord 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 a subsequent third party offer for the corresponding time periodsuch space. If Tenant shall exercise a Right of First It is understood and agreed that this Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal Option shall not operate be construed to cure prevent any default by Tenant of any of tenant in the terms Building from extending or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned renewing 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, have any right to exercise a Right of First Refusal granted in this Leaselease.

Right of First Refusal. During (“ROFR Space”). Provided no event of default exists on the Lease Termdate Landlord receives a third party offer, Tenant shall have Landlord hereby grants to Tenant, but not to any assignee or subtenant of Tenant, a right of first refusal during the Extended Term (each a “Right but not during any renewal of First Refusal”the Extended Term) to lease rentable area located adjacent Lease the approximate 5,941 square feet of space immediately contiguous to the Leased Premises and as portions of it become available from time to time (each such portion being referred to herein identified on Exhibit A as an “Additional the ROFR Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When If Landlord receives an offer to lease any portion of the Additional ROFR Space from a third party which Landlord desires to acceptparty, Landlord shall present notify Tenant in writing of its intention to accept the same, in writing, offer (the “Offer”) and provide Tenant with the terms under which it is prepared to Tenant, and lease the ROFR space. Tenant shall thereafter have ten seven (107) business days in which to accept or reject that offer by from receipt of Landlord’s notice to Landlord. The Right notify Landlord in writing of First Refusal shall apply only Tenant’s intent to exercise its right of first refusal with respect to the entire Additional Space ROFR Space, which is the subject of the third party offerOffer. If the terms of the Offer include space in addition to the ROFR space, and may not Tenant shall be exercised with respect required to only a portion thereoflease all of such space if it desires to lease the ROFR Space. If Tenant rejects that offer or fails to accept the same in writing does not exercise its right of first refusal within such time periodseven (7) days of receipt of Landlord’s notice, then Landlord may lease such space to the third party. If the third party does not execute a Lease for the ROFR Space, Tenant’s right of first refusal shall be free reinstated. If Tenant elects to exercise its right of first refusal to lease the Additional ROFR Space (including any additional space) which is the subject of the offer, then the terms for the lease of such ROFR Space shall be the same as those economic terms offered to the third party on substantially similar terms and conditions including length of term. Furthermore, Tenant acknowledges in the event Tenant elects not to those exercise their ROFR the ROFR space will be offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment Xxxxxxx per their subordinate rights 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasespace.

Right of First Refusal. During Provided an Event of Default by Tenant does not then exist under the Lease TermLease, Landlord has the obligation to inform Tenant shall have in writing (the “Option Notice”) if Landlord believes, in good faith, that it has a right of first refusal bona fide prospect (each a the “Right of First RefusalProspect”) to lease rentable area located adjacent the Remainder Space. The Option Notice will describe the Remainder Space and the economic terms upon which Landlord has offered to lease all or a portion of the Remainder Space to the Premises as portions of it become available from time Prospect. Tenant has the option (the “Expansion Option”) to time (each such portion being referred to herein as an “Additional Space”), lease the entire Remainder Space described in the Option Notice on the same terms and conditions that set forth in the Option Notice. To effectively exercise its Expansion Option, Tenant must inform Landlord is prepared to accept from any third party. When Landlord receives an offer in writing of its desire to lease the Additional Remainder Space from a third party on the terms and conditions set forth in the Option Notice, which writing must be received by Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have within ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject Tenant’s receipt of the third party offer, and may not be exercised with respect to only a portion thereofOption Notice. If Tenant rejects that offer or fails to accept the same in writing within such time periodtimely exercise its Expansion Option, then Landlord shall be free has the right to lease all or a portion of the Additional Remainder Space to the third Prospect or to any other third-party on substantially similar the same terms and conditions to as those offered to Tenant specified in the foregoing manner. Each Right Option Notice (with the phrase “on substantially the same terms as those specified in the Option Notice” being defined as terms that result in the net effective rent received by Landlord being within ten percent (10%) of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date net effective rate that Landlord would otherwise notify Tenant of have received had the offer concerning prospective tenant executed a lease based exactly on the Additional Space terms set forth in the Option Notice) or at any 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, the parties shall execute an amendment on terms more favorable 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executedLandlord. 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 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 Notwithstanding any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect language herein to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.contrary:

Right of First Refusal. During the Lease Term, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent Subject to the Premises existing rights of tenants of the Building under leases that are in effect as portions of it become available from time the Effective Date, which existing rights shall be superior to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to those of Tenant, and further subject to the limitations otherwise set forth in this Paragraph 7, in the event any office space located on the ground floor and leased to Xxxxxx Xxxxxx as of the Effective Date become(s) available during the Term, and Landlord receives a commercially reasonable signed letter of intent from a bona fide prospective tenant for either such ground floor space, such offer as received by Landlord shall be presented to Tenant in writing. Tenant shall thereafter have ten (10) business days following its receipt of such offer notice from Landlord to notify Landlord whether Tenant elects to lease such ground floor space on the terms set forth in said notice and any failure by Tenant to so respond within such ten-day period shall be deemed to be Tenant’s election not to lease such ground floor space. If, however, Tenant timely elects to lease such ground floor space from Landlord, then Tenant shall be obligated to lease such ground floor space on the terms and conditions set forth in the offer notice and Landlord shall lease such ground floor space to Tenant on such terms and conditions, except that in no event shall the term of such lease of such ground floor space extend beyond the Term hereof (which to accept or reject may include any available and properly exercised Extension Options). Notwithstanding the foregoing, in the event that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject length of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that proposed term of any offer or fails to accept received by Landlord for said ground floor space shall extend for more than twelve (12) months beyond the same in writing within such time periodexpiration of the Term hereof, then Landlord shall be free have no obligations under this Paragraph 7 unless Tenant agrees to lease extend the Additional Space Term hereof at FMRV Base Rental so that the Term of this Lease and the term relating to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease ground floor space shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseco-terminous.

Right of First Refusal. During the Provided no Event of Default exists under this Lease Termafter any applicable cure period has expired, Tenant shall have a continuing right of first refusal (each a “Right of First Refusal”the "RIGHT OF REFUSAL") to lease rentable area located adjacent any space on the 6th or the 8th floors of the Building which is available during the Lease Term (a "RIGHT OF REFUSAL SPACE"). Landlord shall offer any Right of Refusal Space to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), Tenant on the same terms and conditions that Landlord is prepared as those proposed to accept from any third party. When Landlord receives and accepted by an offer to lease the Additional Space from a interested third party which Landlord desires (inclusive of a tenant improvement allowance, base year and rental rate) pro rated to accept, Landlord shall present the same, in writing, to Tenant, and reflect a coterminous lease. Tenant shall thereafter have ten two (102) business days after receipt of Landlord's written notice in which to accept or reject that offer by notice exercise the Right of Refusal. If Tenant has not responded to LandlordLandlord within such 2-day period, then Tenant shall be deemed to have elected not to exercise the Right of Refusal. The If Tenant elects not to exercise the Right of Refusal, then Landlord shall have one hundred eighty (180) days during which to execute a lease with any third party for the Right of Refusal Space at materially the same terms offered to Tenant without again offering such the Right of Refusal Space to Tenant. Notwithstanding anything to the contrary herein, if Tenant exercises its Right of First Refusal prior to June 30, 1999, the terms shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept on the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided as set forth in this Lease, the . 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 acknowledge and agree that if Tenant exercises any of the Right of First Refusal contained in options set forth above, this Lease shall be fully effectiveamended, 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 as of the Additional Space Lease and (ii) Base Rent for the Premises from and after expiration date of the Lease Term shall be exercise of option to reflect the higher exercise 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 periodsuch option. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect Notwithstanding anything set forth herein to the Additional Space shall be abated until Landlord legally delivers contrary, if Tenant exercises the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the Right of First Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease Offer or Option to Expand during months 85 to 120 of the PremisesLease Term, or then Tenant also must exercise its Option to Extend by the assignee under a full or a partial assignment of the Lease, have any right to exercise a Right of First Refusal granted Option Exercise Date as set forth in this LeaseArticle 1(g) hereof.

Right of First Refusal. During the Lease Term, Tenant Provided that no default beyond any applicable notice and cure periods shall have occurred under this Lease, the Landlord grants to the Tenant a right of first refusal refusal, exercisable from the date hereof and continuing through one (each 1) year prior to the expiration of the term of this Lease, unless Tenant, prior to such one (1) year, elects to renew the term hereof as provided in Paragraph 2B hereof, inclusive, to lease the Expansion Premises as described on Exhibit "A-1" attached hereto and made a “part hereof upon the terms herein provided (the "Right of First Refusal”) Refusal Term"). If during the Right of First Refusal Term the Landlord shall receive a BONA-FIDE third-party offer to lease rentable area located adjacent all or a portion of the Expansion Premises ("Third Party Offer"), then Landlord shall advise Tenant, in writing, of Landlord's intention to accept such Third Party Offer and shall furnish to Tenant all of the basic terms and conditions of such Third Party Offer (the "Landlord's Notice"). Tenant shall thereafter have the option, within ten (10) days following Tenant's receipt of Landlord's Notice, to exercise its Right of First Refusal to lease not less than all of the entire Expansion Premises (notwithstanding a Third Party Offer for the lease of less than all of the Expansion Premises) by giving notice of its election to exercise its Right of First Refusal in writing to Landlord (the "Tenant's Acceptance"). If Tenant timely exercises the right of first refusal, Landlord and Tenant shall, within five (5) business days thereafter, enter into an amendment to this Lease affirming the covenants and conditions contained in this Lease, except that the amendment, with respect to the Expansion Premises shall contain the applicable business terms and conditions as portions contained in the Third Party Offer. If Tenant waives or fails to exercise its right of it become available from time to time (each first refusal, the Landlord may then lease all or such portion being referred of the Expansion Premises to herein as an “Additional Space”)any other party, including the third party offerer on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease set forth in the Additional Space from a third party which Landlord desires to accept, Landlord shall present Landlord's notice and the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject thereafter be terminated on a self-effectuating basis and be of no further force or effect until the third party offerlease expires (after all elected renewal terms thereof) Notwithstanding the immediately preceding sentence, and may not be exercised with respect Landlord may, additionally, request the Tenant to only execute a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant written certification of the offer concerning the Additional Space or at any time thereafter lapse and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, 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 termination of the Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseas herein contained.

Right of First Refusal. During Provided that no Event of Default without cure by Tenant has occurred and is continuing, either at the Lease Termtime of Tenant’s election of its rights granted herein or the time of the commencement of Tenant’s lease of the Expansion Space, and provided that Tenant shall not have exercised its Expansion Right under Section 2.4 above, Landlord hereby grants Tenant a continuing right of first refusal (each a the “Right of First RefusalRefusal Right”) to lease rentable area located adjacent the Expansion Space, all in accordance with and subject to the Premises as portions provisions of it become available this Section 2.5. Following receipt by Landlord of a bona fide letter of intent, request for proposal or other written expression of interest to lease all or a portion of the Expansion Space to a third party, Landlord shall give Tenant written notice, at any time from time to time and after January 1, 2008, of the basic economic terms including the designated space, Basic Rent, term, operating expenses, security deposit and tenant improvement allowance, if any (each such portion being referred to herein as an collectively, the “Additional SpaceEconomic Terms”), on the same terms and conditions that ) upon which Landlord is prepared willing to accept from any lease such particular Expansion Space to a third party. When It is understood that should Landlord receives an offer intend, as part of a single transaction, to lease other space in portions of the Project outside the Building in addition to the Expansion Space, then Landlord’s notice shall so provide and all such space shall constitute the Expansion Space and shall collectively be subject to the following provisions. Within five (5) business days after receipt of Landlord’s notice, Tenant must give Landlord written notice (“Tenant’s First Refusal Response”) pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the Expansion Space specified in Landlord’s notice upon the Economic Terms and the same non-Economic Terms as are set forth in this Lease; (ii) refuse to lease the Additional Expansion Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Expansion Space, in which event Tenant’s First Refusal Right shall thereupon terminate and shall be of no further force or effect and Landlord may lease the Expansion Space from a to any third party upon any terms it deems appropriate; or (iii) refuse to lease the Expansion Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms (the “Revised Economic Terms”) upon which Tenant shall be willing to lease the Expansion Space. In the event that Tenant does not give a First Refusal Response within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant’s First Refusal Response indicates an election under clause (iii) above, Landlord may elect to either (x) lease the Expansion Space to Tenant upon such Revised Economic Terms and the same other non-Economic Terms as are set forth in this Lease, or (y) lease the Expansion Space to any third party upon Economic Terms which are not materially more favorable to such party than those Revised Economic Terms specified by Tenant in Tenant’s First Refusal Response (provided that Landlord reserves the right, at any time, to re-notice Tenant of any different Economic Terms upon which Landlord desires is willing to acceptlease the Expansion Space, in which case the procedures for Tenant’s First Refusal Right as to said space as herein provided shall be repeated). Should Landlord so elect to lease the Expansion Space to Tenant, then Landlord shall present the same, in writing, promptly prepare and deliver to Tenant, an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within twenty (20) business days subject to Tenant’s reasonable review and approval thereof. Tenant’s failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Expansion Space, to lease such space to a third party and/or to pursue any other available legal remedy, at Landlord’s sole election. Upon the execution and delivery of any lease of the Expansion Space specified in Landlord’s notice, Tenant’s First Refusal Right as to such space shall continue in full force and effect, but shall be subject and subordinate to the interest of any third party tenant thereafter have ten occupying the Expansion Space (10as more particularly provided in the next paragraph of this Section 2.5). In the event that Landlord shall not enter into a lease for the Expansion Space, or a portion thereof, with a third party within one hundred eighty (180) days following Landlord’s notice described above, then prior to leasing the Expansion Space to any thirty party, Landlord shall repeat the procedures set forth in which to accept or reject this Section 2.5. It is understood and agreed that offer by notice to Landlord. The Right of Tenant’s First Refusal Right shall apply only with respect be subject and subordinate to any extension or expansion rights granted by Landlord to MSTAR Communications Corporation, a California corporation, the current occupant of the Expansion Space, and to the entire Additional Space subject interest of the any third party offertenant now or hereafter occupying the Expansion Space or any portion thereof, and their respective successors and assignees, and in no event shall any such Expansion Space be subject to the First Refusal Right herein granted unless and until the existing tenant thereof shall have vacated the Expansion Space. Tenant’s rights under this Section 2.5 shall belong solely to Netlist, Inc., a Delaware corporation, and may not be exercised assigned or transferred by it (except in connection with respect to only a portion thereof“Permitted Transfer” as defined in Section 9.4 of this Lease). If Tenant rejects that offer Any attempted assignment or fails to accept the same transfer of Tenant’s rights under this Section 2.5 (except in writing within such time period, then Landlord connection with a Permitted Transfer) shall be free to lease the Additional Space to the third party on substantially similar terms void and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space no force or at any 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseeffect.

Right of First Refusal. During In the Lease Termevent that Landlord elects at any time during the Term to lease any of the First Refusal Spaces, Tenant shall have a the right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent any such First Refusal Space at a Base Rent equal to the Premises as portions of it become available from time rental rate at which Landlord will lease such First Refusal Space to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any a third party. When In the event that Landlord receives an elects at any time during the Term of this Lease to lease any First Refusal Space, Landlord shall inform Tenant in writing that Landlord has received a bona fide offer from a third party to lease such First Refusal Space (the “First Refusal Notice”). The First Refusal Notice shall specify the terms of the third party’s offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to TenantFirst Refusal Space, and the Base Rent which Tenant would be obligated to pay for such First Refusal Space. Tenant shall thereafter have deliver written notice of Tenant’s election to lease the First Refusal Space to Landlord within ten (10) business days in which to accept or reject that offer by notice to Landlord. The Right of the date of the First Refusal Notice, and Tenant’s failure to do so shall apply only with respect to be deemed a waiver of Tenant’s right of first refusal on the entire Additional First Refusal Space subject or First Refusal Spaces identified in the First Refusal Notice. Notwithstanding any of the third party offerforegoing, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free Tenant’s option to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of any First Refusal shall, at Landlord’s election, Space shall be null and void void: (a) at the option of Landlord if Tenant is in default under this Lease beyond the Lease expiration of any applicable notice or cure periods at the date Landlord would otherwise notify Tenant time of such notice; or (b) after the day immediately preceding the third (3rd) anniversary of the offer concerning the Additional Space or at Commencement Date. Prior to taking possession of any time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this LeaseSpace, the parties Tenant shall execute enter into an amendment to this Lease confirming 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 terms and conditions of the leasing of such Additional Space to Tenant, but an otherwise valid exercise of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this LeaseSpace.

Right of First Refusal. During Provided this Lease is in full force and effect and has not otherwise expired or been terminated in accordance with the Lease Termterms hereof, and further provided that Tenant is not then in default beyond any applicable notice and cure period provided for hereunder, Tenant shall have a an ongoing right of first refusal (each a the “Right of First Refusal”) to lease rentable the parking area located adjacent to marked as #3 in exhibit A (the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”). which if offered by Landlord for lease to third party tenants after the date of this Lease and prior to the expiration or sooner termination of the Term of this Lease (as such term may be extended as provided herein) in accordance with the provisions set forth below. If Landlord receives a bona fide offer (the “Offer”) from a third party to lease the Additional Space, on and the Offer is acceptable to Landlord, Landlord shall, prior to acceptance of the Offer, provide Tenant with the terms of the Offer in writing (the “Offer Notice”). Tenant shall respond to Landlord in writing within ten (10) days after Xxxxxx’s receipt of the Offer Notice as to Tenant’s decision either to lease the Additional Space or to waive its rights hereunder. Time is of the essence of this provision. Tenant’s failure to notify Landlord within such time shall be deemed an immediate waiver of Tenant’s rights to lease such Additional Space. If Tenant timely notifies Landlord that it desires to lease the Additional Space covered by the Offer Notice, Landlord shall thereupon lease the Additional Space to Tenant (and Tenant shall accept such Additional Space) for the remainder of the Term of this Lease (as such term may be extended as provided herein) upon the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided as contained in this Lease, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee except that the Additional Space will be available on the commencement date License Fee payable 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 such Additional Space shall be abated until Landlord legally delivers equal to 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 License Fee listed in the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseoffer notice.

Right of First Refusal. Provided that this Lease is then in full force and effect, and provided further that Tenant is not then in default, if Landlord receives a bona fide offer to lease all or a po1tion of the adjacent 2'"1 floor space which is approximately 2,911 rentable square feet (the "Refusal Space") to a 3rd party, Landlord shall give written notice (the "Refusal Space notice") of such intention. During the Lease Term5 business day period commencing on the date Tenant receives the Refusal Space Notice from Landlord, Tenant shall have a right of first refusal the option (each a “Right of First Refusal”the "Refusal Space Option") to lease rentable area located adjacent to the Premises as portions of it become available Refusal Space from time to time (each such portion being referred to herein as an “Additional Space”), on the same Landlord at Tenant's then current rental rate and terms and conditions that of the Lease except for the Tenant Improvement Allowance which will be prorated to reflect the remaining balance of the initial Term, by giving to Landlord is prepared written notice (the "Exercise Notice") of Tenant's exercise of the Refusal Space Option. If Tenant fails to accept from give the Exercise Notice to Landlord within said 5 business day period, time being of the essence, or if Tenant fails for any third partyreason to duly execute and deliver to Landlord a lease amendment with respect to the Refusal Space, within 10 days after Landlord provides same to Tenant for execution, the Refusal Space Option shall be deemed revoked and of no further force and effect and Landlord may thereafter proceed with the leasing of the Refusal Space to such 3"1 party tenant. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The This Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseongoing right.

Right of First Refusal. During the Lease Term, Landlord hereby grants to Tenant shall have a an on-going right of first refusal (each a “the "Right of First Refusal”") to lease rentable area located adjacent any other space in the Building which becomes available for lease (the "Refusal Space") during the term of this Lease. If Landlord receives a bona fide offer to lease all or any part of the Premises as portions Refusal Space which Landlord intends to accept or if Landlord makes a bona fide offer to lease all or any part of it become available from time the Refusal Space which the prospective tenant intends to time accept, then Landlord shall deliver written notice of such offer to Tenant (each such portion being referred the "Refusal Notice") and Tenant shall have the right to herein as an “Additional Space”), on exercise the same Right of First Refusal upon the terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to acceptset forth in such Refusal Notice, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have within ten (10) business days in which after receipt of the Refusal Notice. If Tenant fails to accept or reject that offer by notice to Landlord. The timely exercise its Right of First Refusal, Tenant shall be deemed to have rejected the Refusal shall apply only with respect to Space designated in the entire Additional Space subject of the third party offer, Refusal Notice and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free have the right to lease the Additional Refusal Space to the third party on substantially similar upon terms and conditions to those offered to Tenant set forth in the foregoing mannerRefusal Notice. Each Right of First Refusal shallIn the event Tenant accepts Landlord's offer, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment to the Lease adding the Additional Space, or a new lease for the Additional Space, Refusal Space under the terms and conditions set forth in the Refusal Notice. If Tenant fails to or such other documentation as Landlord shall require, promptly after Landlord shall prepare the same, confirm the leasing of such Additional Space elects not to Tenant, but an otherwise valid exercise of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If and 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 shall exercise a Right of First Refusal granted in this Lease. Landlord third party prospective tenant does not guarantee that lease the Additional Space will be available on Refusal Space, the commencement date for the Lease thereof if the then existing occupants of the Additional Refusal 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 again become subject to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the Right of First Refusal shall simultaneously terminate and become null and voidherein contained as to any subsequent third party offer submitted to Landlord. Under no circumstances whatsoever shall a subtenant under a sublease of In the Premises, event Tenant fails to or the assignee under a full or a partial assignment of the Lease, have any right elects not to exercise a the Right of First Refusal granted in this Leaseand the third party prospective tenant does lease the Refusal Space, if the Refusal Space again becomes available for lease, then the Refusal Space shall again become subject to the Right of First Refusal.

Right of First Refusal. During Subject to any other existing and superior rights, Landlord shall grant under the terms of the Lease Term, to the original Tenant shall have and its “Affiliates” (as defined in the Lease) a right of first refusal (each a “one-time Right of First Refusal”) to lease rentable area located adjacent to Refusal for contiguous space contained within the Premises as portions of it become available from time to time Building (each such portion being referred to herein as an “Additional First Refusal Space”), on provided Tenant is not in material or economic default (following any applicable notice and cure periods). In such event, then (i) to the same extent Landlord receives a “bona-fide third party offer” for such First Refusal Space pursuant to which Landlord would be willing to so lease such space, Tenant shall be given First Refusal Notice (“First Refusal Notice”) of such bona-fide third party offer and the terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer set forth therein, within five (5) business days of such notice, elect to lease the Additional applicable First Refusal Space from a third party on such terms and conditions Tenant’s failure to so elect within such five (5) business day period (which Landlord desires failure shall be deemed to accept, Landlord occur to the extent Tenant proposes alternative terms and conditions) shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The terminate its Right of First Refusal shall apply only with respect to the entire Additional such First Refusal Space subject of the third party offeras to that proposed opportunity, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space such space to the third party on substantially similar upon materially the same terms and conditions acceptable (which is no more than ten percent (10%) more beneficial to such party than those offered to Tenant set forth in the foregoing manner. Each Right of First Refusal shallNotice). If Landlord does not enter into a Lease with that proposed opportunity, at Landlord’s election, be null and void if 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 time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises shall no longer have a Right of First Refusal provided in this Lease, 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 Right of First Refusal contained in this Lease shall be fully 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 periodsubject Premises. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a exercises its Right of First Refusal, or it shall be subject to Landlord’s review and approval of Tenant’s then current audited financial statements or, if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion not audited, certified by an officer of the Premises, then immediately upon such termination, sublease or assignment, the Right of First Refusal shall simultaneously terminate and become null and voidTenant. 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, have any right to exercise a Right of First Refusal granted in this Lease.Exhibit C SIGNAGE CRITERIA SIGN CRITERIA

Right of First Refusal. During Lessee shall the Lease Term, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions remaining space in the Building containing approximately 15,000 rentable square feet (the "Expansion Space") for the first 18 months of the lease. Upon receipt of written notice from Lessor that Landlord is prepared to accept from any a third party. When Landlord receives an party has made a bona fide offer to lease any of the Additional aforementioned Expansion Space from a third party which Landlord that Lessor desires to accept, Landlord Lessee shall present the same, in writing, respond to Tenant, and Tenant shall thereafter have Lessor within ten (10) days whether it intends to lease such space at the terms contained in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party bona fide offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects Lessee indicates that offer it will not lease such space offered, or otherwise fails to accept the same in writing notify Lessor within such time periodten (10)-day period that Lessee will lease such space at such terms, then Landlord shall be free Lessor may proceed to lease the Additional Space it to the third such third-party on substantially similar terms and conditions Lessee shall have waived its right to those lease such space. If Lessee indicates that it will lease such space offered to Tenant in the foregoing manner. Each Right of First Refusal shallat such terms, at Landlord’s election, be null Lessee and void if 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 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, the parties Lessor shall execute an amendment to this Lease for such space within ten (10) business days of Lessee notifying Lessor of its intention to lease such space. Building Delivery Lessor Work: Lessor shall complete those certain improvements to the Lease adding Premises (the Additional Space, or a new lease for the Additional Space, or such other documentation as Landlord "Improvements") described below. The Improvements shall require, promptly after Landlord shall prepare the same, confirm the leasing of such Additional Space to Tenant, but an otherwise valid exercise be completed using Building standard materials and finishes. The cost of the Right of First Refusal contained in this Lease Improvements shall be fully effectiveborne by Lessor hereinafter provided. Lessor shall proceed with and prosecute the completion of the Improvements in a diligent manner. All base building systems including plumbing, 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 Termtelecom, thenelectrical, (i) the Lease Term office HVAC and lighting shall be extended to coincide with the term in good working condition as of the Additional Space Lease Commencement Date. Improvements · Parking lot lighting to be installed · At such time a demising wall is required Lessor and (ii) Base Rent for the Premises from and after expiration of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space Lessee will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of split such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.cost equally

Right of First Refusal. During Landlord is the Lease Termowner of the herein demised premised and "expansion space," as well as the adjacent 3,000 square feet of space, It is agreed that Tenant shall have the right of first refusal to EXHIBIT "C" ADDITIONAL PROVISIONS CONTINUED lease the adjacent space from the Landlord subject to the existing leases in place. In the event a prospective tenant desires to lease this space from Landlord, Landlord shall notify Tenant thereof in the manner provided herein for notice, whereupon Tenant shall have five (5) days after receipt of such notice in which to elect to exercise Tenant's right of first refusal. In the event Tenant fails to give Landlord written notice of Tenant's election to lease the adjacent space within said five (5) day period, Tenant shall have a no further right, title or interest in the adjacent space and this right of first refusal (each a “Right shall terminate and be of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”)no further force and effect. If, on the other hand, Tenant exercises its right of first refusal in the manner provided above, the lease of the adjacent property shall be consummated at a fair market rental rate. RENEWAL OPTION Tenant shall have the right and option to renew this Lease for one (1) additional five (5) year term by delivering written notice thereof to Landlord at least One Hundred Eighty (180) days prior to the expiration date of the lease term, provided that at the time of such notice and at the end of the lease term, Tenant is not in default hereunder. Upon the delivery of said notice and subject to the conditions set forth in the preceding sentence, this Lease shall be extended upon the same terms terms, covenants and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal as provided in this Lease, except that 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the rental payable during said extended 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 prevailing market rental rate for space of comparable size, quality and location at the Base Rent per square foot during the last calendar month commencement of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time periodsuch extended term. If a conflict arises in the determination of such a FMV rental rate, a three-member committee, selected from the Austin Board of Realtors, shall determine the FMV rental rate. The first two members of such committee shall be selected by Landlord and Tenant respectively, which two members shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that select 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 controlthird. In that event, Tenant’s sole recourse no event shall be that the Base Rent with respect rate decrease below the rate Tenant is currently paying. EXHIBIT "D" GUARANTY OF LEASE THIS GUARANTY given by Xxxx Xxxxxxxxx (hereinafter called the "Guarantors," whether one or more) to AEtna Life Insurance Company (hereinafter called the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease."Landlord"):

Right of First Refusal. During Provided no Tenant default has occurred and is continuing hereunder and provided Tenant has not sublet more than 25% of the Lease Termtotal square footage of the Complete Premises, Tenant shall have a continuing right of first refusal to lease the balance of the space in the Building as more particularly described on Exhibit F attached hereto (the "Additional Space") at such time as said Additional Space becomes available for lease dining the Extension Term; provided, however, Tenant shall have no right to lease any portion of the Additional Space which is re-leased to existing tenants occupying such space. Prior to entering into any new lease for any portion of the Additional Space, Landlord shall first offer (by written notice to Tenant) to lease such portion of the Additional Space to Tenant upon the same terms and conditions as set forth in a bona fide third party offer (the "Third Party Offer") for said space. Tenant shall have a period of ten (10) days following receipt of said written notice from Landlord to provide Landlord with written notice of its election to lease all (but not a portion) of the available portion of said Additional Space. In the event Tenant fails to respond to Landlord within said ten (10) day period, Tenant shall be deemed to have waived its rights with respect to the leasing of the Additional Space. If Tenant elects not to exercise its right to lease the Additional Space and such space subsequently becomes available for lease, Tenant shall again have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 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 controlspace. In that event, Tenant’s sole recourse shall be that the Base Rent event Tenant elects to exercise its right of first refusal with respect to the Additional Space Space, Tenant shall be abated until Landlord legally delivers the same deemed to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate lease said space subject to cure any default by Tenant of any of all the terms or provisions and conditions as set forth in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each the Third Party Offer and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the parties hereto shall amend the Lease (or Tenant’s right enter into a new lease) to possession memorialize the terms of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this said Lease.

Right of First Refusal. During (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have a on-going right of first refusal (each a “Right of First RefusalRefusal Option”) to lease rentable area additional space in the Building located adjacent contiguous to the Leased Premises as portions of it become available from time to time shown crosshatched on the attached Exhibit G (each such portion being referred to herein as an “Additional Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, on the same terms and conditions Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is prepared willing to accept from any a bona fide third partyparty offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. When If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have five (5) days after Tenant receives Landlord’s Notice in which to notify Landlord receives an offer in writing of its election to lease the Additional Refusal Space from a third party which Landlord desires to accept, Landlord shall present upon the same, terms set forth in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof’s Notice. If Tenant rejects that offer declines to exercise this Refusal Option or fails to accept give such written notice within the same in writing within such time periodperiod required, then Tenant shall be deemed to have waived this Refusal Option, and thereafter this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Additional Refusal Space to the bona fide offeror or any other third party on substantially similar party. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions to those offered to Tenant as are set forth in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null Bona Fide Offer and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseherein.

Right of First Refusal. During (a) Provided that (i) no default has occurred and is then continuing, and (ii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease TermTerms for the Original Premises and the Additional Space, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have a an ongoing right of first refusal (each a “Right of First RefusalRefusal Option”) to lease rentable area additional space in the Building located adjacent to on the Premises second (2nd) and eighth (8th) floors as portions of it become available from time to time shown crosshatched on the attached Exhibit H (each such portion being referred to herein as an “Additional Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, on the same terms and conditions Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is prepared willing to accept from any third party. When Landlord receives an offer to lease the Additional Space from a bona fide third party which Landlord desires offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to acceptthe Refusal Space, Landlord then the Refusal Space shall present the same, in writing, be deemed to Tenantinclude, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall thereafter have ten (10) days after Tenant receives Landlord’s Notice in which to accept or reject that offer by notice notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof’s Notice. If Tenant rejects that offer declines to exercise this Refusal Option or fails to accept give such written notice within the same time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in writing within such time period(c) below, then this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Additional Refusal Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space bona fide offeror or at any 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasethird party.

Right of First Refusal. During So long as the Tenant and occupant of the Leased Premises is GEAC CANADA LIMITED and is not in default under the terms of this Lease, then during the initial Term of this Lease Term(excluding any renewal), if the Landlord shall receive an offer to lease (the "Offer") from a bona fide party dealing at arm's length with the Landlord and which Offer the Landlord is prepared to accept, for that portion of rentable premises presently vacant on the ground floor of the Building containing approximately three thousand (3,000) square feet and outlined in yellow on Schedule "B" attached hereto (the "Additional Premises"), then, the Landlord shall first give to the Tenant notice (the "Notice") in writing of its intention to lease the Additional premises together with a copy of the Offer and including the terms and conditions on which it is prepared to grant a lease to the Tenant for the Additional Premises. The Tenant shall have a right ten (10) business days from the date of first refusal (each a “Right receipt of First Refusal”) the Notice within which to notify the Landlord of its election to lease rentable area located adjacent the Additional Premises in accordance with the terms and conditions of the Notice and the Offer. If the Tenant elects to lease the Additional Premises as portions of it become available from time to time within the ten (each such portion being referred to herein as an “10) business day period and so notifies the Landlord, the parties shall thereafter execute a lease for the Additional Space”), Premises which shall be on the same terms and conditions that as are contained in the Notice and the Offer. If the Tenant fails to advise the Landlord is prepared of its election within such ten (10) day period or if the Tenant advises the Landlord of its election not to accept from any third partylease the Additional. When Premises, then, the first right of refusal contained in this section 14.16 shall be null and void and of no further force or effect and the Landlord receives an offer shall be entitled to lease the Additional Space from a Premises to the bona fide third party which Landlord desires on the terms and conditions contained in the Notice and the Offer. Provided, however, if the Tenant elects not to acceptlease the Additional Premises, the Landlord shall present not thereafter lease the sameAdditional Premises or any part thereof to any other person, firm or corporation on any better terms and conditions than are contained in writing, the Notice first received by the Tenant without giving the Tenant a new notice containing such better terms and conditions and granting to Tenant, and the Tenant shall thereafter have for period of ten (10) business days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free right to lease the Additional Space to the third party Premises on substantially similar such better terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseconditions.

Right of First Refusal. During Except in transactions memorialized by an executed agreement of purchase and sale prior to the Lease Termend of the eighteenth month following the Commencement Date, Landlord shall not sell or convey or agree to sell or convey the Leased Premises or any part thereof without first having complied with the requirements of this Paragraph 33. If after the end of the eighteenth month following the Commencement Date, Landlord shall desire to sell or convey all or any portion or portions of the Leased Premises, Landlord shall obtain from a third party a bona fide arms’ length written offer (the “Offer”), acceptable to Landlord, to purchase all or such portion of the Leased Premises; and Landlord shall submit a written copy of the Offer to Tenant and shall give Tenant fifteen (15) calendar days within which to elect to purchase the portion of the Leased Premises which is the subject of the Offer (herein called the “Subject Premises”) on the precise terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Tenant shall have the right to pay in cash the fair market value of such non-cash consideration). If Tenant elects to so purchase the Subject Premises, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) and closing shall be held within thirty (30) days after the date of the Acceptance Notice, whereupon Landlord shall convey the Subject Premises to Tenant. At closing Landlord shall deliver to Tenant a special warranty deed (or local equivalent) as to the Subject Premises, sufficient to convey to Tenant fee simple title to the Subject Premises free and clear of all liens, restrictions and encumbrances, except for the Permitted Encumbrances, liens or encumbrances created, suffered or consented to in writing by Tenant or arising by reason of the failure of Tenant to have observed or performed any term, covenant or agreement herein to be observed or performed by Tenant, the lien of any Impositions then affecting the Leased Premises, this Lease and, if the Subject Premises are to be conveyed subject to the outstanding balance of the Loan, the Mortgage and all other Loan documents. This right of first refusal (each a “Right shall continue as to all portions of First Refusal”) to lease rentable area located adjacent the Leased Premises until such time as such portions shall have been sold by Landlord to the party making the Offer or its assignee(s); provided, however, this right of first refusal shall not be transferable by Tenant other than to an affiliate of Tenant that becomes the tenant hereunder. In the event Tenant shall elect not to so purchase the Subject Premises, Landlord may thereafter sell the Subject Premises as portions which are the subject of it become available from time the Offer only to time the party making the Offer or its assignee(s) and only in accordance with the terms thereof, unless a further Offer is submitted to Tenant in accordance with this Paragraph 33 (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions except that Landlord is prepared may negotiate a five percent (5%) price reduction from that set forth in the Offer and an extension of the closing date by six (6) months from that set forth in the Offer without having to re-offer the Leased Premises to Tenant). To prevent Landlord from defeating the rights of Tenant under this Pxxxxxxxx 00, Xxxxxxxx agrees that Landlord will at no time following the eighteenth month following the Commencement Date accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess purchase all or any portion of the Premises, then immediately upon Leased Premises together with any other property (except other property which is leased to Tenant or an affiliate of Tenant) unless a separate purchase price is specified for the Leased Premises which bears the same relationship to the total purchase price in such termination, sublease offer as the fair market value of the Leased Premises bears to the fair market value of all property included in such offer and such offer is otherwise structured so that Tenant may accept as to the Leased Premises only. In no event shall the provisions of this Paragraph 33 or assignmentthe rights and privileges of Tenant under this Paragraph 33 be construed as limiting in any manner any other rights granted elsewhere in this Lease Agreement to Tenant. Notwithstanding anything to the contrary herein, the Right provisions of First Refusal this Paragraph 33 shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease not apply to (i) any sale or conveyance of the PremisesLeased Premises in foreclosure, trustee’s sale, (or similar proceeding) of a bona-fide mortgage or deed of trust or to any conveyance in lieu of foreclosure or in lieu of trustee’s sale of such a mortgage or deed of trust or to any other succession of Lender or its designee to ownership or transfer after foreclosure or deed-in-lieu to any affiliate of Lender, (ii) any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the beneficial ownership interest, membership interest or other equity interest in Landlord, or the assignee under a full or a partial assignment change of the Leasetrustee, manager or other controlling person of the Landlord or (iii) any mortgage, pledge or encumbrance of Landlord’s fee interest in the Leased Premises. If Landlord shall obtain an Offer with respect to a sale or conveyance of all or any portion of the Leased Premises, and sells the Leased Premises (to Tenant or anyone else) Tenant hereby acknowledges and consents as follows: (i) any such sale or conveyance during any period in which the Loan may not be prepaid or defeased, as the case may be, shall be subject to the outstanding balance of the Loan, and, if Tenant shall be entitled to, and shall, exercise its rights under this Paragraph 33, the Loan, Note, Mortgage and other Loan documents will be assumed by Tenant, and the lien of the Mortgage may not be released during such period; (ii) such sale shall be in accordance with and subject to the terms and provisions of the Note and Mortgage, whether such purchase contemplates the purchase of the Leased Premises subject to the lien of the Mortgage or for a release of the lien of the Mortgage; and (iii) if the lien of the Mortgage is not released in connection with such sale of the Leased Premises, and if Tenant acquires the Leased Premises, no merger of title shall occur and this Lease and the Guaranty of this Lease will remain in full force and effect in accordance with their terms. If Tenant shall have agreed to purchase the Subject Premises pursuant to an Offer under which the third party offeror was to acquire the Subject Premises under and subject to the lien of the Mortgage, and if such purchase by Tenant of the Subject Premises shall occur at a time when the Loan may be prepaid or defeased, as the case may be, Tenant may purchase the Subject Premises for cash free and clear of the Mortgage but only if (i) the cash portion of the Offer is increased by an amount equal to the principal and interest secured by the Mortgage, and (ii) Tenant pays (in addition to the purchase price) all prepayment premiums or defeasance deposits, yield maintenance amounts, satisfaction fees and other sums which become owing as a result of such prepayment or defeasance, as the case may be; all to the end and effect that Landlord will net the same amount as Landlord would have netted had the Subject Premises been sold under and subject to the lien of the Mortgage, pursuant to the Offer. The rights and obligations of this Section 33 apply only to the original Tenant under this Lease and any right to exercise a Right affiliate of First Refusal granted in this LeaseTenant that becomes tenant hereunder and any attempted assignment or transfer by the original Tenant shall be void and of no force or effect.

Right of First Refusal. During the Lease Term, Tenant Provided that no default beyond any applicable notice and cure periods shall have occurred under this Lease, the Landlord grants to the Tenant a right of first refusal refusal, exercisable from the date hereof and continuing through one (each 1) year prior to the expiration of the term of this Lease, unless Tenant, prior to such one (1) year, elects to renew the term hereof as provided in Paragraph 2B hereof, inclusive, to lease the Expansion Premises as described on Exhibit "A-1" attached hereto and made a “part hereof upon the terms herein provided (the "Right of First Refusal”) Refusal Term"). If during the Right of First Refusal Term the Landlord shall receive a BONAFIDE third-party offer to lease rentable area located adjacent all or a portion of the Expansion Premises ("Third Party Offer"), then Landlord shall advise Tenant, in writing, of Landlord's intention to accept such Third Party Offer and shall furnish to Tenant all of the basic terms and conditions of such Third Party Offer (the "Landlord's Notice"). Tenant shall thereafter have the option, within ten (10) days following Tenant's receipt of Landlord's Notice, to exercise its Right of First Refusal to lease not less than all of the entire Expansion Premises (notwithstanding a Third Party Offer for the lease of less than all of the Expansion Premises) by giving notice of its election to exercise its Right of First Refusal in writing to Landlord (the "Tenant's Acceptance"). If Tenant timely exercises the right of first refusal, Landlord and Tenant shall, within five (5) business days thereafter, enter into an amendment to this Lease affirming the covenants and conditions contained in this Lease, except that the amendment, with respect to the Expansion Premises shall contain the applicable business terms and conditions as portions contained in the Third Party Offer. If Tenant waives or fails to exercise its right of it become available from time to time (each first refusal, the Landlord may then lease all or such portion being referred of the Expansion Premises to herein as an “Additional Space”)any other party, including the third party offerer on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease set forth in the Additional Space from a third party which Landlord desires to accept, Landlord shall present Landlord's notice and the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject thereafter be terminated on a self-effectuating basis and be of no further force or effect until the third party offerlease expires (after all elected renewal terms thereof) Notwithstanding the immediately preceding sentence, and may not be exercised with respect Landlord may, additionally, request the Tenant to only execute a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant written certification of the offer concerning the Additional Space or at any time thereafter lapse and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, 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 termination of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executedas herein contained. 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.C.

Right of First Refusal. During The first time after Licensee has entered into the Lease Term, Tenant shall have or a right of first refusal New Lease that Licensor intends to accept a bona fide written proposal or deliver a counter proposal which Licensor would be willing to accept (each a the “Right of First RefusalPending Deal”) to lease or license all or a portion of Suite 150 in the Building, containing approximately 17,085 rentable area located adjacent to square feet (the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional SpaceSuite 150 Premises”), to a third party, Licensor shall deliver to Licensee written notice (the “Pending Deal Notice”). The Suite 150 Premises shall be offered to Licensee to license in its “as-is” condition, and otherwise on the same terms and conditions as the license of the Licensed Premises as set forth in this Agreement, except that Landlord Licensor will not be obligated to provide any furniture, fixtures or equipment to the Suite 150 Premises. Within 5 days after Licensee’s receipt of the Pending Deal Notice, Licensee shall deliver to Licensor written notice (the “Acceptance Notice”) if Licensee elects to license the Suite 150 Premises. Licensee’s right to receive the Pending Deal Notice and election to license or not license the Suite 150 Premises pursuant to this Section 29(a) is prepared hereinafter referred to accept from any third party. When Landlord receives an offer to lease as the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The “Right of First Refusal Refusal.” If Licensee elects to license the Suite 150 Premises by delivering the Acceptance Notice within the required 5 day period, Licensee shall apply only be deemed to agree to expand the Premises to include the Suite 150 Premises and to license the Suite 150 Premises on the same general terms and conditions as this Agreement except that the terms of this Agreement shall be modified to reflect the fact that Licensee will be licensing the Suite 150 Premises in its “as-is” condition and Licensor will not be obligated to provide any furniture, fixtures or equipment to the Suite 150 Premises. Licensee acknowledges that the term of this Agreement with respect to the entire Additional Space subject Suite 150 Premises and the Term of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 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 Agreement with respect to the Additional Space Licensed Premises will be co-terminous. If Licensee fails to deliver an Acceptance Notice to Licensor within the required 5 day period, Licensee shall be abated until Landlord legally delivers deemed to have forever waived its rights under this Section 29(a) to license the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Suite 150 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, have any right to exercise a Right of First Refusal granted in this Lease.

Right of First Refusal. During the Provided this Lease Termis in full force and effect and no default by Lessee has occurred hereunder, Tenant Lessee shall have a the right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent space in the Building in accordance with the provisions set forth below, as such Space (as hereinafter defined) becomes available to lease to third parties. If Lessor receives a bona fide offer (the Premises as portions "Offer") from a third party to lease any portion of it become available from time to time the Building (each such portion being referred to herein as an “Additional a "Space”"), on and the same Offer is acceptable to Lessor, Lessor, prior to acceptance of the Offer, shall provide Lessee with the terms of the Offer in writing. Lessee must deliver written notice to Lessor within five (5) business days after receipt of such written terms of the Offer whether Lessee intends to lease the Space. Lessee's failure to notify Lessor within such time shall be deemed a waiver of Lessee's right to lease such Space. If Lessee timely notifies Lessor that it desires to lease the Space covered by the Offer, Lessor shall thereupon lease the Space to Lessee (and Lessee shall accept such Space) upon the terms and conditions that Landlord is prepared to accept as contained in this Lease except for any terms specified in the Offer which differ from any third partythe terms of this Lease, in which case the terms of the Offer shall govern. When Landlord receives an offer If Lessee exercises its right to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall promptly thereafter execute an amendment to the Lease adding to include the Additional SpaceSpace and to document the lease terms thereof. If Lessee fails to accept the Offer, or a new Lessor may at any time thereafter 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 Right of First Refusal contained any party upon any terms Lessor deems appropriate. Lessee's rights described in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal provision are personal to Tenant the original Lessee executing the Lease and may not be exercised or enjoyed be assigned voluntarily or involuntarily, by or to any person or entity other person. If than the Lease or Tenant’s right to possession of the Premises shall terminate in original Lessee (and any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this LeasePermitted Assignee).

Right of First Refusal. During the Provided Tenant is not in default of this Lease Termbeyond any applicable notice and cure periods, Tenant shall have the option to rent additional space in the 000 Xxxxxx Xxxxxx building if space should become available. Landlord will notify Tenant within sixty (60) days in advance as to the availability of space and the economic terms upon which Landlord is willing to lease such space (the “Availability Notice”). Tenant shall have fourteen (14) days to notify Landlord after receipt of the Availability Notice, in writing, of its intention to enter negotiations for the lease of the additional space. Thereafter, the parties shall negotiate exclusively and in good faith for 60 days for the lease of such additional space (the “Negotiation Period”). Such negotiations shall include a discussion regarding reductions in the overall rent to be paid by Tenant for all space leased by Tenant in the 000 Xxxxxx Xxxxxx building. Should Tenant fail to timely notify Landlord or reach agreement for such additional space in the allotted time, Landlord, at its sole discretion, shall have the option to rescind this right of first refusal (each and offer such space to a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), third party on the same terms and conditions that Landlord is prepared to accept from any third partyset forth in the Availability Notice. When Notwithstanding the foregoing, if in the 60 day period following the Negotiation Period, Landlord receives an offer for such additional space from, otherwise intends to lease the Additional Space from such additional space to, a third party on terms which Landlord desires are more favorable to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect than those set forth in the Availability Notice delivered to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time periodTenant, then Landlord shall be free required to deliver a new Availability Notice to Tenant with such modified terms and Tenant shall have a period of fourteen (14) days thereafter in which to elect to lease the Additional Space to additional space on the third party on substantially similar terms and conditions to those offered to Tenant set forth in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasemodified Availability Notice.

Right of First Refusal. During In the Lease event that at any time during the first two (2) years of the Term, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an a bona fide offer to lease any space on the Additional Space from a third party which second (2nd) floor of the Building (“First Refusal Space”) that Landlord desires to accept, Landlord shall present give Tenant written notice (“First Refusal Notice”) of such offer. The First Refusal Notice shall set forth the sameoffer and the terms thereof. On or before the date which is five (5) days after Tenant’s receipt of the First Refusal Notice (the “Election Data”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire First Refusal Space described in the First Refusal Notice upon the terms set forth in the First Refusal Notice; (ii) decline to lease such First Refusal Space Identified in the First Refusal Notice, specifying that such decline is not based upon the terms set forth in the First Refusal Notice, but upon Tenant’s lack of need for such First Refusal Space, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of event Landlord may lease such First Refusal shall apply only space to any entity on any terms Landlord desires and Tenant’s right of first refusal with respect to the entire Additional First Refusal Space subject specified in the First Refusal Notice shall thereupon terminate and be of no further force or effect; or (iii) decline to lease the third party offerFirst Refusal Space, and may not specifying that such decline is based upon the terms set forth in the First Refusal Notice, in which event Tenant shall also specify in Tenant’s Election Notice revised terms upon which Tenant would be exercised with respect willing to only a portion thereoflease such First Refusal Space. If Tenant rejects that offer or fails to accept the same does not so respond in writing within such time period, then Landlord to the First Refusal Notice by the Election Date. Tenant shall be free deemed to have elected the option described in clause (ii) above. If Tenant timely delivers to Landlord Tenant’s Election Notice pursuant to clause (III) above, Landlord may elect either to: (a) lease such First Refusal Space to Tenant upon the revised terms specified by Tenant in Tenant’s Election Notice; or (b) lease the Additional First Refusal Space to any person or entity upon any terms Landlord desires; provided, however, If (1) the terms of Landlord’s proposed lease to said third party are more favorable in any material way to the third party on substantially similar than those terms and conditions proposed by Tenant in Tenant’s Election Notice, or (2) the size of the First Refusal Space to those be leased to such third party is less than the size of the First Refusal Space offered to Tenant, before entering into such third party lease, Landlord shall notify Tenant of such move favorable terms (or such reduced size) and Tenant shall have the right to lease the First Refusal Space upon such more favorable terms (or as to such reduced size) by delivering written notice thereof to Landlord within five (6) 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 Landlords proposed lease to a third party are more favorable to the third party than those terms proposed by Tenant in Tenant’s Election Notice, all concessions shall be blended into an effective rental rate over the foregoing mannerterm 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 Tenants Election Notice. Each Right of If Tenant leases any First Refusal shallSpace pursuant to this Section 1.4, at Landlordas soon as reasonably possible after the Election Date, Landlord and Tenant shall enter into a lease Incorporating the terms of Tenant’s electionlease of the First Refusal space. The right of first refusal set forth in this Section 1.4 shall be exercisable by the original Tenant and a Permitted Transferee only If the original Tenant or Permitted Transferee, be null and void if as applicable, occupies the entire Premises as of the data 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 date of the attempted exercise of such right by Tenant, 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 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, 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If after 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to all applicable cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseperiods.

Right of First Refusal. During (a) In addition to the Lease Termexpansion option, the Tenant shall have an ongoing right of first refusal to lease any space on the first and second floors of the Building ("First Refusal Space") in accordance with the provisions of this Paragraph 60 during the term of this Lease, as may be extended or renewed. In the event Landlord receives an offer to lease all or any portion of the First Refusal Space which Landlord is prepared to accept, Landlord shall give Tenant notice of such offer, along with all of the pertinent terms of such offer. Tenant may elect to Lease the portion of the First Refusal Space which is the subject of such offer under the same terms and conditions contained in such offer, (except that the term with respect to such space shall be coterminous with this Lease, including any renewals and extensions thereof and the Minimum Rent shall be adjusted to reflect the portion of the rental rate contained in the offer which is attributable to the amortization of any tenant finish allowance contained in the offer so that the tenant finish is amortized over the remaining term of this Lease rather than the term set forth in the offer). The Tenant shall have six (6) business days to respond to any such offer. In the event the Tenant does not elect to lease such space, Tenant's rights under this Paragraph 60 with respect to such space terminates; (provided, however, that Tenant shall continue to have a right of first refusal on such space if (each 1) the prospective tenant does not sign a “Right lease with Landlord or (2) if the term of First Refusal”) to such prospective lease rentable area located adjacent to is less than the Premises remaining term on this Lease (as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”renewed and extended), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party in which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and case Tenant shall thereafter again have ten (10) days in which a right of first refusal on such space when the term on such lease expires); otherwise, Tenant's rights under this Paragraph 60 shall be unaffected and the Tenant shall continue to accept or reject that offer by notice to Landlord. The Right have a right of First Refusal shall apply only first refusal with respect to the entire Additional Space subject balance of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.

Right of First Refusal. During Provided Tenant is not in default (after any applicable notice and cure period) under the Lease Termterms of this Lease, Tenant shall have a one-time right of first refusal (each a “Right of First Refusal”) to lease rentable area located the 36,675 square feet adjacent to the Premises as portions of it become available from time to time depicted on Exhibit “D” attached hereto (each such portion being referred to herein as an the “Additional ROFR Space”). In the event that, on during the same terms and conditions that Landlord is prepared Term (which shall be deemed to accept from any third party. When include the Renewal Period if Tenant duly exercises its Renewal Option under Paragraph 31D above), Landlord receives from a third party an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the PremisesROFR Space which offer Landlord desires to accept (such bona fide proposal or such offer being referred to herein as a “Proposed Offer”), then immediately upon Landlord shall give Tenant written notice of the Proposed Offer, together with an offer by Landlord to lease to Tenant the portion of the ROFR Space set forth in the Proposed Offer on the same material terms and conditions as contained in the Proposed Offer. Tenant shall have five (5) business days to respond to Landlord, in writing, either exercising or waiving this right of first refusal. In the event that Tenant’s written response is not timely received by Landlord, Tenant will be deemed to have waived this right. If Tenant exercises its right of first refusal option, Landlord and Tenant shall execute an amendment to this Lease setting forth the space to be added hereto and the terms of such terminationexpansion. If Tenant elects not to lease the ROFR Space set forth in the Proposed Offer, sublease or assignmentif Tenant is deemed to have waived this right of first refusal, the Right this right of First Refusal first refusal shall simultaneously terminate and become null shall thereafter be of no force or effect; provided, however, in the event Tenant waives this right of first refusal in any instance and voidLandlord fails to consummate the lease to the third party, this right of first refusal shall remain in effect as to any subsequent Proposed Offer. Under no circumstances whatsoever shall Initials: /s/ KS /s/ RL Landlord Tenant LANDLORD: TENANT: EASTGROUP PROPERTIES, L.P. UFP TECHNOLOGIES INC. A Delaware limited partnership a subtenant under Delaware corporation By: EastGroup Properties General Partners, Inc., A Delaware corporation, Its sole general partner By: /s/ Xxxxx Xxxxx By: /s/ Xxx Xxxxxxxx Name: Xxxxx Xxxxx Name:: Xxx Xxxxxxxx Title: Vice President Title: Chief Financial Officer Date: 11-18-11 Date: November 15, 2011 By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Sr. Vice President Date: 11-18-11 Initials: /s/ KS /s/ RL Landlord Tenant EXHIBIT “A” LEGAL DESCRIPTION Being a sublease portion of the PremisesXxx 0, or the assignee under a full or a partial assignment of the LeaseXxxxx 00, have any right to exercise a Right of First Refusal granted in this Lease.Xxxxxxxxxxx Xxxxx Industrial Park, Xxxx 0, Xx Xxxx Xxxxxx, Xx Xxxx, Xxxxx. Initials: /s/ KS /s/ RL Landlord Tenant EXHIBIT “B” PLANS [Intentionally omitted] Initials: /s/ KS /s/ RL Landlord Tenant EXHIBIT “C” RULES OF PREMISES

Right of First Refusal. During So long as there is no existing, material, uncured default on the part of the Tenant hereunder, and subject to the rights of any tenant currently, or at the time, leasing the Refusal Space (as hereinafter defined) during the original Lease Term, including any Option Period, Landlord agrees that prior to leasing all or any part of the space in the Building which is identified on the attached Exhibit D (the "Refusal Space"), it will first offer to lease all of the Refusal Space to Tenant for the balance of the Term of this Lease, or Option Period then in effect, at the current market rate for space of similar size and quality in the Building as reasonably determined by Landlord, but not less than the rate then being charged for each square foot of the existing Leased Premises. Notwithstanding the foregoing, the Tenant shall have a no right to exercise any such right of first refusal unless, at the time thereof, there remains a minimum of three (each a “Right 3) years in the Term of First Refusal”) this Lease [taking into account the original Lease Term and any Option Period(s), but only to the extent that the Tenant has actually exercised its right to extend the Term of this Lease for such Option Period(s)]. In the event Landlord intends to lease rentable area located adjacent all or any part of the Refusal Space, Landlord will give Tenant written notice of such intent, specifying such market rate; and Tenant shall have five (5) days after receipt of such notice to notify Landlord, in writing, of its agreement to lease the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Refusal Space”), . Such leasing shall be on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, as in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 time thereafter and before commencement of the this Lease for the Additional Space. After Tenant validly exercises a Right Leased Premises, except for the adjustment of First Refusal rent provided in this Lease, the parties shall execute an amendment above as it relates to the Lease adding the Additional Space, or a new lease Refusal Space and except for the Additional Space, granting of any monetary allowances or concessions. To the extent that the Tenant exercises any such other documentation as Landlord shall require, promptly after Landlord shall prepare right of first refusal during the same, confirm the leasing of such Additional Space to Tenant, but an otherwise valid exercise of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the term of an Additional Space lease extends (including by an option timely exercised) beyond the original Lease Term, then, (i) the Minimum Annual Rent and Monthly Rental Installments for the Refusal Space during the first Option Period shall be an amount equal the Minimum Annual Rent and Monthly Rental Installments during the original Lease Term shall be extended to coincide with plus twelve percent (12%)(to match 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 periodrent escalation set forth in Section 16.11). If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignmentLikewise, the Right of First Refusal shall simultaneously terminate Minimum Annual Rent 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, have any right to exercise a Right of First Refusal granted in this Lease.Monthly

Right of First Refusal. During the Lease TermProvided that Tenant is not then in default beyond any applicable cure period under Section 24, Tenant shall will also have a right of first refusal (each a “an ongoing Right of First RefusalRefusal on all remaining space within the Building (the “ROFR”) ). If, during the term of the ROFR, Landlord receives a bona fide offer or letter of intent to lease rentable area located adjacent to any space within the Premises as portions of it become available from time to time Building (each such portion being referred to herein as an the “Additional SpaceSpace”)(the “Offer”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to acceptaccept the Offer, then Landlord shall present deliver to Tenant written notice of Landlord’s intention to accept the sameOffer (the “Notice”), in writing, together with a copy of the Offer certified by Landlord to Tenant, be a true and complete copy (such copy may have the identity of the offeror or omitted). Tenant shall thereafter then have ten (10) days days, beginning with the date of delivery of the Notice, in which to accept or reject that offer by notice notify Landlord in writing of Tenant’s election to Landlord. The Right of First Refusal shall apply only with respect amend this Lease to incorporate the entire Additional Space subject of into this Lease on terms identical to those set forth in the third party offer, and may not be exercised with respect to only a portion thereofOffer. If Tenant rejects that offer or fails exercises the ROFR by written notice given to accept the same in writing Landlord within such time ten (10)-day period, then Landlord and Tenant shall be free enter into an amendment to lease this Lease to incorporate into his Lease the Additional Space in accordance with the provisions of said Offer. If, within ten (10) days of delivery by Landlord to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning Notice, Tenant has failed to exercise the Additional Space or at any 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, the parties shall execute an amendment ROFR pursuant to the Lease adding terms of this Section, then the ROFR shall be null, void and of no further force and effect whatsoever as it applies to the Additional Space, or provided that Landlord and the tenant that submitted the Offer enter into a new binding lease for in accordance with the Additional Space, or such other documentation as Landlord shall require, promptly Offer terms within 120 days after Landlord shall prepare the same, confirm the leasing of such Additional Space to Tenant, but an otherwise valid exercise date of the Right of First Refusal Notice. The ROFR shall not apply to any options to extend that are currently contained in this Lease shall be fully 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 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 any existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseleases.

Right of First Refusal. During If, during the Term of this Lease, Landlord desires to lease any space within a Building in the Commercial Park Third Party Tenant obtain from the Third Party Tenant a bona fide written offer to lease such space in the applicable Building that Landlord is willing to accept, stating the terms and conditions upon which the lease is to be made and Third Party Offer Provided that no Event of Default on the part of Tenant has occurred under this Lease Termthat is then continuing, Landlord shall give Tenant written notice Notice of Lease lease space in a Building within the Commercial Park to the Third Party Tenant, together with notice of the terms of the Third Party Offer. For the avoidance of doubt, Xxxxxxxx shall have a not be subject to the right of first refusal (each a “Right described in this Section 23.AA if an Event of First Refusal”) to Default by Tenant is ongoing. Tenant shall have the option ROFR Lease Option lease rentable area located adjacent to such space in such Building upon the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third partycontained in the Third Party Offer. When Landlord receives an offer to lease The ROFR Lease Option may be exercised by Tenant by delivering written notice ROFR Lease Notice ng the Additional Space from a third party which Landlord desires to acceptNotice of Lease ROFR Exercise Period Lease Option during the ROFR Exercise Period, Landlord the ROFR Lease Option shall present the same, in writing, to Tenantterminate, and Tenant shall thereafter have ten (10) days Landlord may consummate the lease of such space in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect such Building to the entire Additional Space subject of Third Party Tenant (or an affiliate thereof) upon terms that are materially no less favorable to Landlord than those set forth in the third party offerThird Party Offer. If Landlord fails to Lease such space in such Building to the Third Party Tenant (or affiliate thereof), and may not then the ROFR Lease Option shall be exercised with respect to only a portion thereofreinstated. If Tenant rejects that offer or fails to accept exercises the same ROFR Lease Option as provided above, Tenant and Landlord will enter into a lease for such space in writing within such time period, then Landlord shall be free to lease the Additional Space Building pursuant to the terms set forth in the Notice of Lease. For the avoidance of doubt, the ROFR Lease Option shall terminate and be of no further force or effect and shall not transfer to any third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right event of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Transfer by Tenant, but an otherwise valid exercise of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.

Right of First Refusal. During If Optionor receives a bona fide good faith offer from an unaffiliated third party (herein, an “Offeree”) to purchase the Lease entire Property, including, without limitation, in connection with Optionor’s effort to market the Property for sale in accordance with Section 6 hereof (the “Offer”) at any time during the “ROFR Term” (as defined below), Tenant shall have a then, subject only to Optionee’s right of first refusal contained in this Section 4, Optionor shall have the right to convey the Property to such Offeree during the term of this Agreement. If Optionor desires to accept the Offer form such Offeree, Optionor shall first give written notice (each a the “Right of First RefusalROFR Notice”) to lease rentable area located adjacent thereof to the Premises as portions of it become available from time to time Operating Partnership (each such portion being the date the ROFR Notice is received by the Operating Partnership is referred to herein as an the “Additional SpaceNotice Date”), on which ROFR Notice shall include the name of the Offeree, the proposed purchase price for the Property and the other material economic terms of the proposed transfer (collectively, the “Acquisition Terms”). The Operating Partnership shall have 30 days from the Notice Date to give written notice to Optionor (the “OP Notice”) of its election to acquire the Property for the same terms purchase price and conditions on substantially the same Acquisition Terms. Notwithstanding anything to the contrary in this Agreement, from and after Optionee’s receipt of any such ROFR Notice, Optionee shall not have the right to exercise its Option pursuant to Section 3 hereof, except as otherwise provided below. If the Operating Partnership fails to make such election on a timely basis, the Operating Partnership’s rights under this Section 4 shall expire and be of no further force or effect; provided, however, that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenantsuch rights under this Section 4, and Tenant Optionee’s right to exercise its Option pursuant to Section 3 hereof, shall thereafter have ten (10) each be revived and reinstated in favor of the Operating Partnership in the event Optionor has not, within 180 days in following the Notice Date, consummated the transaction with the applicable Offeree on terms which are generally as good or more favorable to accept or reject that offer by notice Optionor than the Acquisition Terms offered to LandlordOptionee. The Right of First Refusal shall apply only with respect to the entire Additional Space subject term of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal first refusal contained in this Lease Section 4 shall be fully effective, whether or not such confirmatory documentation is executed. If commence upon 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 consummation of the Additional Space Lease IPO and (ii) Base Rent for the Premises from and after expiration of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available expire on the commencement date for this Agreement terminates pursuant to Section 7 below (the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease“ROFR Term”).

Right of First Refusal. During Provided the Tenant is not in default, and has not been in substantial or repetitive default under the Lease Termand subject to prior rights already granted to other Tenants of the Building at the time of this Offer to Lease, Tenant shall have from and after the Commencement Date and throughout the Term of the Lease, if the Landlord receives a right of first refusal (each a “Right of First Refusal”) bona fide third party offer to lease rentable area located adjacent to lease, which the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional contiguous space comprising TWELVE THOUSAND SIX HUNDRED AND TWELVE (12,612) square feet, the Landlord shall notify the Tenant of its intention to lease the Available Space subject under the terms and conditions of the said third party offer. This right of first refusal is granted on the totality of the said space and no such right may be exercised on a portion thereof. However, the term of the Available Space shall be co-terminus with that of the Leased Premises. The Tenant shall have five (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shall forthwith enter into an agreement amending the Lease to include the Available Space so leased. Notwithstanding what may be contained in the third-party offer, the Tenant shall be responsible to carry out any improvements required to the complete exoneration of the Landlord. Any building plans for such space shall be submitted to and may approved in advance by the Landlord. Should the Tenant elect not be exercised to lease such Available Space or should the Tenant fail to respond in accordance with respect to only a portion thereof. If Tenant rejects that offer or fails to the provisions of the foregoing paragraphs, the Landlord may, at its own discretion accept the same in writing within such time period, then Landlord said third party offer and the Tenant shall be free have no further rights pursuant to this right of first refusal to lease such Available Space until the Additional Space said space again becomes vacant or otherwise available for leasing at which time the said space shall again become subject to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right of first refusal hereinabove set forth. Any right of first refusal granted to possession the Tenant under this Section shall be deemed to be a personal right of the Premises Tenant and shall terminate in not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any manner whatsoever before Tenant shall exercise assignee or transferee of this Lease or of the rights granted thereby or subtenant of the whole or a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Leased 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, have any right to exercise a Right of First Refusal granted in this Lease.

Right of First Refusal. During the Lease Term and any Renewal Term, Tenant shall have a the right of first refusal refusal, on the terms and conditions hereafter set forth (each a the “Right of First RefusalROFR”) ), to lease rentable area located any space in the South Tower of the Building adjacent to the Premises as portions of it become available from time to time or one floor above or below the Premises (each such portion being referred to herein as an the “Additional ROFR Space”). Provided Tenant is not then in default under the terms of the Lease beyond any applicable grace or cure periods, on upon receipt by Landlord from a third party of a bona fide offer or agreement to lease all or a portion of the ROFR Space which Landlord is willing to accept (a “Third Party Offer”), Landlord shall notify Tenant in writing (the “First Right Notice”) of the Third Party Offer and shall provide a copy of the terms thereof. Tenant shall thereupon have the right to lease the ROFR Space, by notifying Landlord of its election within ten (10) days after Landlord’s First Right Notice is given. In the event Tenant timely elects to exercise the ROFR herein provided, Tenant’s lease of such ROFR Space shall be under the same terms and conditions that Landlord is prepared as those proposed and agreed to accept from any third party. When Landlord receives an offer to lease by the Additional Space from a third party which Landlord desires offer. In the event Tenant timely elects to acceptexercise the ROFR as herein provided, Landlord the ROFR Space shall present be added to and shall be deemed a part of the same, in writing, to TenantPremises, and Tenant shall thereafter have agrees to execute such mutually agreeable amendments to this Lease or other documents requested by Landlord within a reasonable period after being provided such mutually agreeable amendments to the Lease or other documents requested by Landlord, to evidence the same and to evidence the affected provisions of the Lease, including, without limitation, increases in the Premises rentable square feet, rental and Tenant’s Proportionate Share. Tenant’s failure to notify Landlord of its election to exercise the ROFR within the prescribed ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal day period shall apply only with respect to the entire Additional Space subject constitute Tenant’s waiver of the third party ROFR to lease the ROFR Space for that offer, and but not subsequent offers received during the Term or any renewal thereof. Additionally, Tenant’s ROFR may not be exercised with respect to only a portion thereof. If Tenant rejects that offer assigned or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 conveyed by Tenant, but an otherwise valid exercise of the Right of First Refusal and notwithstanding anything contained in this Lease to the contrary, shall at all times be fully effectivesubject and subordinate to the renewal, whether expansion or not such confirmatory documentation is executed. If other occupancy rights of tenants in 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 Building existing as 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this LeaseEffective Date.

Right of First Refusal. During the Lease Term, or any extension thereof, Tenant shall have a right of first refusal on all of the remaining space on the ninth floor of the Tower as and when such space, or any part thereof, becomes available to Landlord (each which space is hereinafter referred to as the 'Expansion Space'). Each time Landlord receives from or is going to give a “Right of First Refusal”) bona fide offer to an actual third party ("Third Party Offer"), to lease rentable area located adjacent part or all of the Expansion Space, and such Expansion Space is then available, and such offer is acceptable to the Premises as portions of it become available from time Landlord, Landlord shall first offer such Expansion Space to time Tenant in writing (each such portion being referred to herein as an “Additional Space”), "Landlord's Notice") on the same terms and conditions that Landlord is prepared Business Terms as were offered to accept from any or by the third party. When Expansion Space shall be considered "available" when it becomes vacant after the termination or expiration of the current lease of such space between Landlord receives an and Telemedia North American Communications. 'Business Terms' are hereby defined as: effective base rental rate (base rental rate with any rent concession factored in); operating cost stop; tenant improvement allowance; the number of rentable square feet contained in such Expansion Space; and any other material economic terms. Tenant shall have 10 business days after receipt of Landlord's Notice to accept Landlord's offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that does not elect to accept Landlord's offer or fails to accept respond within the same in writing within such time 10 business day period, then Landlord landlord shall be free to lease the Additional Expansion Space to the third party on substantially similar terms and conditions that are not materially more favorable to those offered to Tenant the third party than the Business Terms that were contained in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 periodthird party's bone fide offer. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that accepts the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdoveroffer to lease such Expansion Space, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional such Expansion 57 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 leased by Tenant of any of on the terms Business Terms offered to or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasethird party.

Right of First Refusal. During Provided the Lease Term, Agreement is in full force and effect and no Event of Default shall have occurred; Tenant shall have a continuing and re-occurring right of first refusal on available space on the sixth (each a 6th) floor. of the Building (“Right of First RefusalRefusal Space”) prior to lease rentable area located adjacent Landlord leasing said Right of First Refusal Space, or any portion thereof, to any bona fide third party. At such time as Landlord engages into negotiations with a prospective Tenant on all or any portion of the Premises as portions Right of it become available from time to time First Refusal Space (each such portion being referred to herein as an “Additional Offered Space”), Landlord shall notify Tenant of such fact and shall include in such notice the rent, term and other terms at which Landlord is prepared to offer such Offered Space to such prospective Tenant. Tenant shall have the right to exercise its Right of First Refusal on the Offered Space upon the following conditions: Tenant shall have seven (7) days to respond to Landlord, in writing, stating its intent to exercise or waive this option. In the event that Tenant’s written response is not received by Landlord within this time frame, Tenant will be deemed to have waived this right. If Tenant exercises such option, Landlord and Tenant shall execute an amendment to this Lease setting forth the space to be added hereto and the terms of such expansion. If Tenant so waives its right to lease the Offered Space (either by giving written notice thereof or by failing to give any notice), Landlord shall have the right to lease the Offered Space to the prospective Tenant. Upon the execution of such lease between Landlord and the prospective Tenant this Right of First Refusal as to the Offered Space shall thereafter be null, void and of no further force or effect. Upon exercise by Tenant of its Right of First Refusal on the Offered Space as provided herein, Landlord and Tenant shall, within fifteen (15) days after Tenant delivers to Landlord notice of its election, enter into a lease amendment covering the Offered Space for the rent, for the term, and containing substantially the same terms and conditions that as Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to notified Tenant, and except that, if the term of such Right of First Refusal Space would extend beyond the Expiration Date of the original Lease, the term of the original Lease will be extended to the expiration date of the Right of First Refusal Space. Any assignment or subletting by Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlordterminate the Right of First Refusal of Tenant contained herein. The Right of First Refusal of Tenant contained herein shall apply only with respect be subject and subordinate to any rights of renewal, expansion or extension existing under any other Tenant leases for the entire Additional Space subject Building as of the third party offerdate of the Lease. Notwithstanding the preceding, and may space shall not be exercised with respect deemed to only a portion thereof. If Tenant rejects that offer or fails to accept become available if the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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, space is: (i) assigned or subleased by the Lease Term shall be extended to coincide with the term then current tenant of the Additional Space Lease and space; (ii) Base Rent for the Premises from and after expiration subject to a specific expansion or other right of another tenant existing as of the Lease Term shall be the higher Commencement Date unless and until such tenant(s) have failed to timely exercise their option(s); or (iii) not leased to a tenant as of the Base Rent per square foot during the last calendar month date of the this Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee (until that the Additional Space will be available on the commencement date for the Lease thereof if the space is leased, an then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasesubsequently “becomes available”).

Right of First Refusal. During (a) Provided that the Lease Termis in full force and effect and there exist no Defaults by Tenant under the Lease , Tenant shall have a right of first refusal (each a the “Right of First Refusal”) to lease rentable area located adjacent to all of the Premises as portions office space on the third (3rd) floor and fourth (4th) floor of it become available from time to time the North Tower (each such portion being referred to herein as an hereinafter the “Additional First Refusal Space”), as demarcated on Exhibit B hereto, in accordance with the same terms and conditions that contained herein. In the event Landlord is prepared to accept obtains a bona fide written offer from any third party. When Landlord receives an offer a prospective tenant to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the PremisesFirst Refusal Space on or before December 31, 2006, and Landlord desires to accept such offer, then immediately upon Landlord shall submit to Tenant in writing all of the material terms and conditions of such termination, sublease or assignment, proposed offer to lease (hereinafter referred to as the Right “Offer”) and Tenant shall have the right and option to lease that portion of the First Refusal shall simultaneously terminate Space covered by the Offer upon the same monetary terms and become null conditions as contained in the Lease as modified by this Fourth Amendment, including a tenant improvement allowance in the amount of Twenty-Two and void. Under no circumstances whatsoever shall a subtenant under a sublease 50/100 Dollars ($22.50) per square foot for such portion of the PremisesFirst Refusal Space, or such allowance to be reduced on a prorated basis based on the assignee under a full or a partial assignment remaining number of months in the Extension Term. In the event Landlord wishes to accept an Offer received after December 31, 2006, Tenant shall have the right and option to lease that portion of the First Refusal Space covered by the Offer upon the same monetary terms and conditions contained in that Offer, including any offer of free rent and tenant improvement allowances, as embodied in the copy of such Offer, but otherwise upon the same terms and conditions as the Lease, have any as hereby amended. If Tenant shall elect to exercise its right to exercise a Right lease that portion of the First Refusal granted Space covered by the Offer, written notice of such election shall be given to Landlord within ten (10) days from the time that Tenant first received a copy of the Offer from Landlord (hereinafter referred to as the “Offer Period”). If Tenant fails to timely give an unqualified acceptance of the Offer within the Offer Period, Landlord may proceed with the lease of the First Refusal Space. Tenant shall commence payment of rent for the First Refusal Space and the term of the First Refusal Space shall commence upon the date set forth in this Leasethe Offer. The Lease Term for the First Refusal Space shall be coterminous with Tenant’s lease of the initial Premises, provided, however, that in no event shall the Lease Term for the First Refusal Space be less than eighty percent (80%) of the term for the First Refusal Space as stated in the Offer, and provided further that any tenant improvement allowance, free rent and/or any other economic incentive embodied in the Offer shall be reduced on a prorated basis based on the number of months in such shortened Lease Term for the First Refusal Space.

Right of First Refusal. During Provided Tenant is not in default of any of the Lease Termprovisions of this Lease, Tenant shall have a an ongoing right of first First Refusal and/or option on remaining vacancy of Suite 1025 ("Option Space") located contiguous to the Leased Premises upon the earlier to occur of (i): such time as Tenant leases said space (ii) a third party tenant leases said space, upon Tenant's failure or refusal to respond as hereinafter set forth; (each iii) the expiration of 33 months after the Effective Date hereof. At such time as Landlord has a “Right of First Refusal”) bonafide prospect for the Option Space, Landlord shall so notify Tenant and Tenant shall have the right to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), said space on the same terms and conditions that offered to the prospective tenant, or on such terms as are agreeable by both the Landlord is prepared to accept from any third partyand Tenant. When Landlord receives an offer to lease This right terminates after the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and 33rd month. Tenant shall thereafter have respond to Landlord's offer within ten (10) business days in which from receipt of the Lease. Should Tenant fail to accept comply to the time frames set forth above, or reject that should Tenant refuse Landlord's offer by notice to Landlord. The lease Option Space, Landlord shall have no further obligation to offer said space to Tenant and this Right of First Refusal and/or option shall apply only with respect be declared null and void as it relates to the entire Additional Space subject of the that certain third party offer, and may not be exercised with respect to only a portion thereoftenant. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully effective, whether and/or option or not such confirmatory documentation is executed. If expands into the term of an Additional Space lease extends space within the first twenty four (including by an option timely exercised24) beyond the Lease Term, then, (i) the Lease Term shall be extended to coincide with the term months of the Additional Space Lease and (ii) Base Rent for lease, it will be at the Premises from and after expiration same terms of the Lease Term original lease. Landlord's obligations under this paragraph shall also be the higher conditioned and contingent upon all obligations of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in under this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaselease.

Right of First Refusal. During Provided that (i) Tenant is not in default, (ii) the creditworthiness of Tenant is then acceptable to Landlord, and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease TermTerm to Landlord, and subject to any prior rights of other tenants to the Refusal Space, Tenant shall have a the right of first refusal (each a “Right of First Refusal”"Refusal Option") to lease rentable area located adjacent to contiguous space in the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), Building crosshatched on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease attached Exhibit D ("Refusal Space") as such space becomes available for leasing during the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to LandlordLease Term. The Right of First term for the Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 coterminous with the Lease Term, thenprovided, however, that the minimum term for the Refusal Space shall be three (i3) years and the Lease Term shall be extended extended, if necessary, to coincide be coterminous with the term of the Additional Space Lease and (ii) Base Rent for the Premises from and after expiration of the Lease Term Refusal Space. The Refusal Space shall be offered to Tenant at the higher of rental rate and upon such other terms and conditions, excluding free rent and other concessions, as are then being offered by Landlord to a specific third party prospective tenant for such space, but in no event shall such rental rate be less than the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in then current rental rate under this Lease. Landlord does not guarantee In the event that the Additional Refusal Space will be available on is not leased to the commencement date for initial third party prospective tenant, then this Refusal Option shall remain in effect in the Lease thereof if event of an offer to any other specific third party prospective tenant and the then existing occupants of the Additional Refusal Space shall holdover, or for any other reason beyond Landlord’s reasonable controlagain be offered to Tenant in accordance herewith. In that event, Tenant’s sole recourse shall be Upon notification in writing by Landlord that the Base Rent with respect to the Additional Refusal 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 Leaseis available, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased five (5) business days in which to notify Landlord in writing of its election to lease the Refusal Space at such rental rates described above, in which event this Lease shall be amended to incorporate such Refusal Space. In the event Tenant declines or assigned its interest in Tenant or its right fails to possess all or any portion of elect to lease the PremisesRefusal Space, then immediately upon such termination, sublease or assignment, the Right of First this Refusal Option shall simultaneously automatically terminate and become shall thereafter be null and voidvoid as to such space. Under no circumstances whatsoever It is understood and agreed that this Refusal Option shall a subtenant under a sublease of not be construed to prevent any tenant in the Premises, Building from extending or the assignee under a full or a partial assignment of the Lease, have any right to exercise a Right of First Refusal granted in this Leaserenewing its lease.

Right of First Refusal. During The "Expansion Space" is the leasable area of the 14th floor of the Building. Subject to the preexisting right of Opton Galtxx Xxxxxxxxx, X.C. (existing tenant suite 1410) to extend their lease, at any time during the initial term of this Lease Termthat Landlord receives a fully executed letter of intent to lease the Expansion Space or any portion of it to a prospective third party, Landlord shall communicate to Tenant, in writing, the financial consideration and other financial terms of such letter of intent. Landlord's communication shall constitute an offer to Tenant to lease the Expansion Space or applicable portion thereof on the terms set forth in such communication and otherwise on the terms set forth in Lease. Tenant specifically acknowledges that a third party may be willing to lease the Expansion Space for a term which is longer than the unexpired balance of the initial term of this Lease, or as part of a larger space. Therefore, Landlord may offer the Expansion Space or the applicable portion thereof to Tenant on terms which require Tenant (a) to extend the balance of the term of this Lease (at a rent acceptable to Landlord) to coincide with the length of the term being considered with respect to the third party and/or, (b) to lease the entirety of the larger space. Tenant shall have until 5:00 p.m. on the Tenth (10th) working day following receipt of Landlord's communication to agree in writing to lease the Expansion Space on the terms offered by Landlord, and shall have five (5) days following receipt of a lease or addendum prepared by Landlord to execute a lease or an addendum hereto with Landlord for the space offered by Landlord's communication, on the terms set forth in this Lease and in Landlord's communication (it being acknowledged that Landlord's communication shall set forth, in addition to other matters, the condition in which the offered space is offered, the amount of any tenant improvement allowance, the amount of any security deposit or additional security deposit required with respect to offered space, and such other matters as Landlord may include). Should Tenant fail to execute such a lease or addendum, or otherwise indicate rejection of such communication, Landlord may negotiate with the intended third party and execute a lease with such third party on any terms negotiated, whether similar or dissimilar to those originally communicated to Tenant, so long as Landlord's communication to Tenant was made in good faith. If a lease with the third party is signed, this shall terminate Tenant's rights hereunder as to the Expansion Space. If a lease with the third party is not signed, the Expansion Space shall again be subject to this right of first refusal (each a “Right of First Refusal”) , but only as to letters of intent containing financial terms materially less favorable to Landlord than any proposal which Tenant has previously failed to accept under this Section. As a condition to Landlord accepting a lease rentable area located adjacent or addendum with Tenant under this Section, Landlord shall have the right to review then current financial statements of Tenant. If Landlord is not satisfied, in its discretion, with the Premises financial condition of Tenant, as portions of it become available from time demonstrated by such financial statements, then Landlord may proceed to time (each such portion being referred to herein as an “Additional Space”), negotiate with the third party on the same terms as if Tenant had rejected Landlord's communication. All communications and conditions that notices under this Section shall be hand delivered during business hours to Landlord is prepared at its offices at 720 X.X. Xxxxxxxxxx Xxxxxx, Suite 330, Portland, OR 97205, and to accept from Tenant at the Premises. The rights of Tenant under this Section are not assignable and shall terminate upon any third party. When assignment, sublease or event of default hereunder by Tenant, or any termination of this Lease or of Tenant's right of possession hereunder; provided, however, in the event Tenant shall have exercised an expansion right pursuant to this Section and Landlord receives an offer subsequently terminates this Lease or Tenant's right of possession hereunder for default, the damages to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant be entitled shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only include damages with respect to the entire Additional Space subject leasing of the third party offer, and may not be exercised Expansion Space. At such time as Tenant rejects a communication by Landlord or otherwise has no rights (or less rights) with respect to only a Expansion Space or any portion thereof. If , Tenant rejects that offer or fails shall execute and deliver to accept Landlord a certificate setting forth the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant status of the offer concerning the Additional Space or at any time thereafter and before commencement of the Lease for the Additional Space. After remaining rights, if any, which Tenant validly exercises a Right of First Refusal provided in this Lease, 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 Right of First Refusal contained in this Lease shall be fully 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 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 enjoys with respect to the Additional Space shall be abated until Expansion Space, the compliance of Landlord legally delivers with 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 process set forth in this LeaseSection, nor to extinguish or impair any rights or remedies of and such other matters as Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaserecently request.

Right of First Refusal. During Subject to then-existing renewal or expansion options or other preferential rights of Qualtrics, LLC, its successors, assigns and subtenants (collectively, the Lease Term“Priority Tenant”), Tenant shall have if Landlord receives an offer from a right of first refusal third party (each other than the then-current tenant or occupant therein) (a “Right of First RefusalThird Party Offer”) to lease rentable area located adjacent any of the space designated on Exhibit A hereto (the “Refusal Space”) and Landlord is willing to accept the terms of such Third Party Offer and the Priority Tenant does not timely exercise its rights of first refusal with respect thereto (or, if the Priority Tenant timely exercises its rights but fails to satisfy all the conditions precedent to the Premises as portions Priority Tenant’s rights to lease the space which is the subject of it become available from time to time (each such portion being referred to herein as an “Additional Space”the Third Party Offer), Landlord shall offer to lease to Tenant the Refusal Space on the same terms and conditions that as the Third Party Offer; such offer shall (a) be in writing, (b) specify the part of the Refusal Space being offered to Tenant hereunder (the “Designated Refusal Space”), (c) specify the rent to be paid for the Designated Refusal Space, and (d) contain the basic terms and conditions of the Third Party Offer and the date on which the Designated Refusal Space shall be included in the Premises (the “Refusal Notice”). The Refusal Notice shall be substantially similar to the Refusal Notice attached to this Exhibit. Tenant shall notify Landlord is prepared to accept from any third party. When Landlord receives an offer in writing whether Tenant elects to lease the Additional Designated Refusal Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect subject to the entire Additional Space subject of Third Party Offer on the third party offersame terms and conditions as the Third Party Offer in the Refusal Notice, and may not be exercised with respect within ten business days after Landlord delivers to only a portion thereofTenant the Refusal Notice. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free timely elects to lease the Additional Designated Refusal Space to the third party on substantially similar terms within such ten business day period, Landlord and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment to the Lease adding the Additional Spacethis Lease, or a new lease for the Additional Space, or such other documentation effective 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 Right of First date the Designated Refusal contained Space is to be included in the Premises, on the same terms as this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the term of an Additional Space lease extends except (including by an option timely exercised) beyond the Lease Term, then, (i1) the Lease Term shall be extended to coincide with the term of the Additional Space Lease Basic Rent and (ii) Base Rent for the Premises from and after expiration of the Lease Term parking charges shall be the higher amounts specified in the Refusal Notice, (2) the term for the Designated Refusal Space shall be that specified in the Refusal Notice, (3) Tenant shall lease the Designated Refusal Space in an “AS-IS” condition, (4) Landlord shall not be required to perform any work therein, (5) Landlord shall not provide to Tenant any allowances other than those contained in the Third Party Offer (e.g., moving allowance, construction allowance, and the like) if any, and (6) other terms set forth in the Lease which are inconsistent with the terms of the Base Rent per square foot during Refusal Notice shall be modified accordingly. Notwithstanding the last calendar month foregoing, if the Refusal Notice includes space in excess of the Lease Term or the Base Rent per square foot Refusal Space, Tenant must exercise its right hereunder, if at all, as to all of the Additional space contained in the Refusal Notice. To the extent that multiple tenants have rights to lease the Refusal Space, Landlord may elect to deliver a Refusal Notice to Tenant and such third party tenants at the same time, and if both Tenant and another third party tenant accept the Refusal Notice, the party with the superior rights shall prevail. Landlord represents to Tenant that the Priority Tenant is the only party that has a right to lease the Refusal Space for which is superior to Tenant’s right to lease the corresponding time periodRefusal Space as set forth in this Exhibit. If Tenant shall fails or is unable to timely 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 its right hereunder with respect to the Additional Designated Refusal Space, such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood Tenant’s right hereunder is a one-time right only as to each Designated Refusal Space the first time it is offered to Tenant hereunder), and Landlord may lease all or a portion of the Designated Refusal Space to third parties on such terms as Landlord may elect. For purposes hereof, if a Refusal Notice is delivered for less than all of the Refusal Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Refusal Space, such remaining portion of the Refusal Space shall thereafter be abated until excluded from the provisions of this Exhibit. Unless otherwise agreed in writing by Landlord legally delivers and Tenant’s real estate broker, in no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Exhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same to by, through or under the indemnifying party. Tenant. ’s rights under this Exhibit shall terminate, at Landlord’s option, if (a) an Event of Default exists as of the date of Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any its rights under this Exhibit or as of the terms or provisions in effective date of the addition of the Designated Refusal Space to the Premises, (b) 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 any of the Premises is terminated, (c) Tenant assigns its interest in this Lease or sublets any portion of the Premises other than to a Permitted Transferee, (d) Tenant fails to lease from Landlord at least 80% of the rentable square feet leased to Tenant as of the Lease Date, (e) Landlord determines, in its sole but reasonable discretion, that Tenant’s financial condition or creditworthiness has materially deteriorated since the Lease Date, (f) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant’s exercise thereof, or (g) less than two full calendar years remain in the initial Term of this Lease. Tenant’s rights under this Exhibit shall terminate not apply to leases that allow tenants in the Building to use such space as unfinished storage area and other temporary leases to provide temporary space to tenants that ultimately will occupy other space in the Building on a permanent basis, any manner whatsoever before Tenant management space, tenant relocation space and other building space/amenities (conference center, fitness center, etc.), including without limitation any Refusal Space that Landlord elects, in its sole discretion, to convert into common area or amenities. FORM OF REFUSAL NOTICE [Insert Date of Notice] BY OVERNIGHT COURIER DIRTT Environmental Solutions, Inc. 0000 Xxxxxxxx Xxxxxxx – Xxxxx Xxxxxxxx, Xxxxx 000 Xxxxx, XX 00000 Re: Lease Agreement (the “Lease”) dated March 4, 2020, between TENNYSON CAMPUS OWNER, LP, a Delaware limited partnership (“Landlord”), and DIRTT ENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation (“Tenant”). Capitalized terms used but not defined herein shall exercise have the meanings assigned to them in the Lease. Ladies and Gentlemen: Pursuant to the Right of First Refusal attached to the Lease, this is a Refusal Notice on Suite . The basic terms and conditions are as follows: LOCATION: SIZE: rentable square feet BASIC RENT RATE: Initially, $ per rentable square foot in the Designated Refusal Space, with % annual increases TERM: IMPROVEMENTS: COMMENCEMENT: PARKING TERMS: OTHER MATERIAL TERMS: Under the terms of the Right of First Refusal, or you must exercise your rights, if Tenant shall at all, as to the Designated Refusal Space on the depiction attached to this Refusal Notice within ten business days after Landlord delivers such Refusal Notice. Accordingly, you have subleased or assigned its interest in Tenant or its right until 5:00 p.m. local time on , 20_, to possess all or any portion exercise your rights under the Right of First Refusal and accept the Premisesterms as contained herein, then immediately upon such termination, sublease or assignment, failing which your rights under the Right of First Refusal shall simultaneously terminate and become null Landlord shall be free to lease the Designated Refusal Space to any third party. If possible, any earlier response would be appreciated. Please note your acceptance of this Refusal Notice shall be irrevocable and voidmay not be rescinded. Under no circumstances whatsoever Upon receipt of your acceptance herein, Landlord and Tenant shall a subtenant under a sublease execute an amendment to the Lease memorializing the terms of this Refusal Notice including the inclusion of the Designated Refusal Space in the Premises; provided, or however, the assignee under a full or a partial assignment failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Refusal Space in the LeasePremises in accordance with this Refusal Notice. THE FAILURE TO ACCEPT THIS REFUSAL NOTICE BY (A) DESIGNATING THE “ACCEPTED” BOX, AND (B) EXECUTING AND RETURNING THIS REFUSAL NOTICE TO LANDLORD WITHOUT MODIFICATION WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF TENANT’S RIGHTS I-3 0000 XXXXXXXX XXXXXXX – XXXXX XXXXXXXX XXXXX, XX 00000 4812-0074-7958.V2 UNDER THE RIGHT OF FIRST REFUSAL, AND TENANT SHALL HAVE NO FURTHER RIGHTS TO THE DESIGNATED REFUSAL SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF THIS REFUSAL NOTICE. Should you have any right questions, do not hesitate to exercise call. Sincerely, TENNYSON CAMPUS OWNER, LP, a Right Delaware limited partnership By: Tennyson Campus Owner GP, LLC, a Delaware limited liability company, its general partner By: Name: Title: [please check appropriate box] ACCEPTED☐ REJECTED☐ DIRTT ENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation By: Name: Title: Date: Enclosure [attach depiction of First Designated Refusal granted in this Lease.Space] EXHIBIT J

Right of First Refusal. During the Lease TermIf LVGI determines to license or otherwise dispose of any rights or interest in any or all patents owned or controlled by LVGI that have one or more claims covering LVGI’s PVD, Tenant LVGI must first undertake good faith negotiations with IGT for an exclusive license on commercially reasonable terms for such rights and/or interest. If IGT and LVGI are unable to come to mutually agreeable terms within a commercially reasonable period of time, LVGI shall have provide a right of first refusal (each a “Right of First Refusal”) BAFO to lease rentable area located adjacent IGT with regard to the Premises as portions of it become available from time to time exclusive license rights and/or interest (each such portion being referred to herein as an “Additional SpaceExclusivity BAFO”). IGT will either accept or reject the Exclusivity BAFO within a commercially reasonable time frame and, on if accepted, shall be deemed to have contractually bound itself to the same terms and conditions that Landlord is prepared set forth in said Exclusivity BAFO. The Parties agree to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the samenegotiate, in writinggood faith, any other terms and conditions which are not included in said Exclusivity BAFO. If IGT rejects the Exclusivity BAFO in writing or a rejection is deemed based on IGT’s failure to Tenantprovide its acceptance of said Exclusivity BAFO in writing within a commercially reasonable time frame, LVGI may enter into an exclusive license to such rights or interest with any other Person; provided that the Development of the Product and Tenant its deployment and/or use do not implicate any IGT Intellectual Property and that the terms and conditions of such exclusive license with the other Person does not have any Material Deviations from the Exclusivity BAFO that was rejected by IGT and that such licensing is not to the detriment of IGT, which approval IGT shall thereafter have ten (10) days not unreasonably withhold or delay. If LVGI does not exclusively license the rights and/or interest offered in which said Exclusivity BAFO within six months from an affirmative or deemed refusal, those rights offered in said Exclusivity BAFO will again become subject to accept or reject that offer by notice to Landlord. The IGT’s 1st Right of First Refusal shall apply only in accordance with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the term of an Additional Space lease extends (including by an option timely exercisedSection 2.01(a) 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseb).)

Right of First Refusal. During the Lease TermProvided Tenant is not, and has not PROVISIONS been, in default of any terms and conditions of this Lease, Tenant shall have a prior right of refusal to Lease existing space as it becomes available in the Project, provided no other Tenant has a pre-existing prior on right on such space. Upon notification by Landlord either orally or in writing of the availability of space, Tenant shall have seven (7) days to notify Landlord of Tenant's desire to exercise Tenant's prior right of refusal on the terms and conditions offered by Landlord. In the event Tenant fails to give Landlord notice of Tenant's election to lease the additional space within the time period, Tenant shall have no further right, title or interest in the space provided Landlord shall not lease said space to any other entity or individual on terms and conditions that are materially more favorable to the tenant under such lease than those offered to Tenant without first offering the space to Tenant upon the more favorable terms and conditions, whereupon Tenant shall have seven (7) days to notify Landlord of Tenant's desire to exercise Tenant's prior right of first refusal (each a “Right upon the more favorable terms and conditions. In the event Landlord leases said space, then Tenant shall have the same prior right of First Refusal”) to first refusal, as specified in this Section 37, when and if said space becomes available again during this lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”)term. If, on the same other hand, Tenant exercises its prior right of refusal in the manner prescribed, Tenant shall immediately deliver to Landlord payment for the first month's rent for the space (in the manner as provided for in this Lease), and the lease for the space shall be consummated without delay in accordance with the terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant set forth in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseoffer.

Right of First Refusal. During If Tenant is not in default hereunder, and subject to any rights of GE Capital Consumer Card Co. to the Lease TermRefusal Space, Tenant shall have a the right of first refusal (each a “Right of First Refusal”"Refusal Option") to lease rentable area located adjacent any additional space in the Building ("Refusal Space") as such space becomes available for leasing during the Lease Term which shall include any portion of the space currently leased to the Premises as portions of it become available from time Cincom which Landlord proposes to time (each such portion being referred recapture and lease to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any a third party. When Landlord receives an offer to lease The term for the Additional Refusal Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 coterminous with the Lease Term, thenprovided, however, that the minimum term for the Refusal Space shall be three (i3) years and the Lease Term shall be extended extended, if necessary, to coincide be coterminous with the term of the Additional Space Lease and (ii) Base Rent for the Premises from and after expiration of the Lease Term Refusal Space. The Refusal Space shall be offered to Tenant at the higher rental rate and upon such other terms and conditions, excluding rental abatement and other concessions, as contained under this Lease. Landlord shall provide Tenant an allowance for tenant finish improvements for the Refusal Space in the amount of the Base Rent Three Dollars ($3.00) per square foot during the last calendar month of the Lease Term or the Base Rent per rentable square foot of the Additional Refusal Space for leased ("Refusal Space Allowance"). In the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee event that the Additional Refusal Space will be available on is not leased to the commencement date for initial third party prospective tenant, then this Refusal Option shall remain in effect in the Lease thereof if event of an offer to any other specific third party prospective tenant and the then existing occupants of the Additional Refusal Space shall holdover, or for any other reason beyond Landlord’s reasonable controlagain be offered to Tenant in accordance herewith. In that event, Tenant’s sole recourse shall be Upon notification in writing by Landlord that the Base Rent with respect to the Additional Refusal 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 Leaseis available, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased five (5) business days in which to notify Landlord in writing of its election to lease the Refusal Space at such rental rates described above, in which event this Lease shall be amended to incorporate such Refusal Space. It is understood and agreed that this Refusal Option shall not be construed to prevent any tenant in the Building from extending or assigned renewing its interest lease for the same or lessor square feet. In the event Tenant exercises its option for the Refusal Space, Tenant shall waive its First Termination Option in Tenant or its right to possess all or Section 18.21 of this Lease and acknowledges and agrees that the square footage and buy out amount in Tenant's Second Termination Option in Section 18.23 of this Lease shall be adjusted proportionately for 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, have any right to exercise a Right of First Refusal granted in this LeaseSpace taken.

Right of First Refusal. During Subject to the Lease Termterms and conditions herein set forth, Tenant shall shalt have a right of first refusal to expand into those premises (each a “Right of First Refusal”the "Expansion Premises") to lease rentable area located adjacent to Tenant's current Premises at the Premises as portions escalated rent Tenant is paying for its original lease. Landlord and Tenant shall attempt to negotiate in good faith the other items contained in an amendment and subject to the terms below. Provided Tenant is not in default of it become available from time to time its lease obligations, Landlord shall, by written notice (each such portion being referred to herein as an “Additional Space”the "Offer Notice"), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Expansion Premises to Tenant. In order to effectively exercise the foregoing right of first refusal, Tenant must notify Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have within ten (10) days of Tenant's receipt of the Offer Notice, of Tenant's unequivocal acceptance of Landlord's offer. In the event that Tenant (i) rejects Landlord's offer, or (ii) fails to respond in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect writing to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing Offer Notice within such time ten (10) day period, then Landlord the above-described right of first refusal shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if and of no further force or effect, and Landlord shall at all times thereafter be free to offer and lease the space to any party whatsoever, or to hold the space vacant, at Landlord's sole discretion; Landlord shall not be required to offer the Expansion Premises to Tenant is in default under more than once during the Lease at the date Landlord would otherwise notify Tenant Term of Tenant's lease. Upon Tenant's effective exercise of the offer concerning the Additional Space or at any time thereafter foregoing right of first refusal, Landlord shall prepare and before commencement of the Lease for the Additional Space. After Landlord and Tenant validly exercises a Right of First Refusal provided in this Lease, the parties shall execute an amendment to Tenant's lease reflecting 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 addition of the Right of First Refusal contained in this Lease shall be fully 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 Expansion Premises 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default theretofore held by Tenant of any of under the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaselease.

Right of First Refusal. During Provided Tenant is not in default of the Lease TermLease, is in occupancy of the entire Leased Premises and subject to existing encumbrances (including but not limited to existing tenant rights and privileges), Tenant shall have a right of first refusal (each a “the Right of First Refusal”) Refusal to lease rentable area located adjacent to office space on the Premises as portions third and fourth floors of it become available from time to time the Building (each such portion being referred to herein as an “Additional "Expansion Space”"), on see Exhibit B attached for location in the Building, prior to Landlord leasing said Expansion Space to any bona fide third party. Prior to leasing said Expansion Space to any bona fide third party, Landlord shall first offer the Expansion Space offered to and verbally accepted by the bona fide third party to Tenant, in writing, under the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease as the Additional Space from a bona fide third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and offer. Tenant shall thereafter have ten (10) days in from receipt of said written notice from Landlord within which to accept notify Landlord of its intent to exercise this Right of First Refusal. In the event Tenant notifies Landlord it does not intend to exercise this Option or reject fails to notify Landlord as hereinabove provided, Landlord shall be relieved of any future obligations under this First Right of Refusal for the specific space offered and may, thereafter, lease that offer specified Expansion Space to any bona fide third party without further notification to Tenant. In the event Tenant elects to exercise this Option, Tenant agrees to execute documents reasonably requested by notice Landlord to Landlordevidence the expansion. The This Right of First Refusal shall apply only with respect to be ongoing during the entire Additional Space subject of the third party offerTerm and Extension Periods, and may if exercised, but this sentence shall not be exercised with respect deemed to only a portion thereof. If Tenant rejects that require Landlord to offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered any space to Tenant in the more than once without Landlord having entered into an intervening lease for such space. The foregoing manner. Each Right of First Refusal shall, at Section 44 shall not be deemed to limit or encumber Landlord’s election, be null and void if 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 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, the parties shall execute an amendment 's right to the Lease adding the Additional Space, or enter into a new lease, extend or renew a lease with an existing tenant for the Additional Space, or space then occupied by 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasetenant.

Right of First Refusal. During If, during the initial term of this Lease Termor any renewal term thereof, Tenant Lessor wishes to Lease all or a part of the 5th, 6th or 7th floors to a third party, then Lessor shall have notify Lessee in writing, delivered to the Leased Premises of its intent to so lease such space, and the exact space to be leased. Thereafter Lessee shall be entitled to a right period of first refusal fifteen (each a “Right 15) days following receipt of First Refusal”) such notice to elect to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on space upon the same terms and conditions as set forth in this Lease. In the event Lessee fails to give Lessor written notice of its exercise of its right of first refusal, Lessee agrees that Landlord is prepared the right of first refusal provided herein shall not apply to accept from any third partythe said space. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The This Right of First Refusal shall apply only with respect to existing leases by contiguous tenants at their lease end, but shall exclude however, existing tenants whose leases contain renewal options, until said renewal option periods have been completed. All leases for space contiguous to Lessee contain relocation clauses. In the entire Additional Space subject of event Lessee exercises its first refusal rights, Lessor shall have sixty (60) days in which to relocate the third party offer, and may not be exercised with respect to only a portion thereofexisting tenant. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal Lessor shall, at Landlord’s electionno cost to Lessee, be null and void if Tenant is renovate the expansion area for Lessee in default under the Lease at same manner as that which exists in the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space or at any time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided Demised Premises as covered in this Lease, base lease within a period of sixty (60) days after Lessee has relocated 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 existing tenant. Lessee's right of such Additional Space to Tenant, but an otherwise valid exercise of the Right of First Refusal refusal contained in this Lease shall paragraph may be fully 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 exercised so long as Lessee's remaining term of the Additional Space Lease and (ii) Base Rent for lease is extended at the Premises from and after expiration time of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasefive (5) year term.

Right of First Refusal. During the Lease Term, Tenant shall have a right of first refusal (each a “Right ---------------------- with respect to any space on the third floor of First Refusal”) to the Building that becomes available for lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred time, exercisable as follows. Prior to herein as an “Additional Space”), leasing any space on the same third floor to a third party, Landlord will provide Tenant with written notice describing the amount of space, term, rental, rent concessions, tenant allowance, and other terms and conditions that Landlord is prepared of the proposed lease and offering the Tenant a ten (10) day period to accept from any third partyexercise its right of first refusal. When Landlord receives an If Tenant accepts Landlord's offer to lease the Additional Space from a third party which Landlord desires to acceptin writing within said ten (10) day period, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have enter into a lease of the space on the terms and conditions described in Landlord's notice, and otherwise upon the terms and conditions of Landlord's standard Building lease, within ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereofafter Tenant's acceptance. If Tenant fails to respond to Landlord's offer within said ten (10) day period, or rejects that offer Landlord's offer, or fails to accept the same in writing execute a Lease within such time periodten (10) days after accepting Landlord's offer, then Landlord shall be free to lease the Additional Space space to the third party on substantially similar terms and conditions thereafter the space shall be free of Tenant's right of first refusal. If Landlord fails to those offered execute a lease with the third party within 180 days after Landlord's offer to Tenant, Landlord may not lease the space without first offering the space to Tenant in the foregoing mannermanner provided hereinabove. Each Right Tenant's right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease first refusal shall be fully effectivesubject and subordinate to option, whether or not such confirmatory documentation is executed. If extension, renewal, expansion, first refusal, first offer and similar rights of tenants in the term of an Additional Space Building under leases and 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 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 amendments executed prior to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise date of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this LeaseSecond Amendment.

Right of First Refusal. During 46. Landlord shall not at any time during the Lease TermExtension Periods sell or convey or agree to sell or convey the Premises to any unaffiliated third party without first having complied with the requirements of this Section 46. If, at any time during any Extension Period, Landlord shall desire to sell or convey all or any portion or portions of the Premises to an unaffiliated third party, Landlord shall obtain from such unaffiliated third party a bona fide arms’ length written offer (the “Offer”), acceptable to Landlord, to purchase all or such portion of the Premises; and Landlord shall submit a written copy of the Offer to Tenant and shall give Tenant twenty (20) days within which to elect to purchase the portion of the Premises which is the subject of the Offer (herein called the “Subject Premises”) on the precise terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Tenant shall have the right to pay in cash the fair market value of such non-cash consideration). If Tenant elects to so purchase the Subject Premises, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) and closing shall be held within sixty (60) days after the date of the Acceptance Notice, whereupon Landlord shall convey the Subject Premises to Tenant. At closing Landlord shall deliver to Tenant a special warranty deed, sufficient to convey to Tenant fee simple title to the Subject Premises free and clear of all liens, restrictions and encumbrances created by Landlord, except for the Permitted Encumbrances, liens or encumbrances created or suffered by Tenant or arising by reason of the failure of Tenant to have observed or performed any term, covenant or agreement herein to be observed or performed by Tenant, the lien of any taxes then affecting the Premises, this Lease and, if the Subject Premises are to be conveyed subject to the outstanding balance of the Loan, the Mortgage and all other Loan documents. This right of first refusal shall continue as to all portions of the Premises until such time as such portions shall have been sold by Landlord to the party making the Offer or its assignee(s). In the event Tenant shall elect not to so purchase the Subject Premises, Landlord may thereafter sell the Subject Premises which are the subject of the Offer only to the party making the Offer or its assignee(s) and only in accordance with the terms thereof, unless a further Offer is submitted to Tenant in accordance with this Section 46. Notwithstanding anything to the contrary herein, the provisions of this Section 46 shall not apply to any sale or conveyance of the Premises (each i) in foreclosure (or similar proceeding) of a “Right bonafide mortgage or deed of First Refusal”trust or to any conveyance in lieu of foreclosure of such a mortgage or deed of trust, (ii) to lease rentable area located adjacent a person or entity controlling, controlled by or under common control with Landlord, (iii) during the the Initial Term, or (iv) during the continuance of an Event of Default. Tenant hereby acknowledges and confirms that the Note and Mortgage provide or may provide that Landlord may not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Premises, or any part thereof, or any interest therein (to the Premises as portions of it become available from time Tenant or to time (each such portion being referred to herein as an “Additional Space”anyone else), on except as specifically provided under such Note and Mortgage. Furthermore, the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease Mortgage allows for the Additional Space from a third party transfer of the beneficial ownership interest, membership interest or other equity interest in the entity comprising Landlord, which Landlord desires to accept, Landlord such transfer shall present be governed by the same, provisions in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only the Mortgage with respect to the entire Additional Space subject same. Accordingly, Tenant hereby acknowledges and agrees that any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the third party offerbeneficial ownership interest, and may membership interest or other equity interest in Landlord (other than a sale of all or substantially all of such beneficial ownership interest, membership interest or other equity interest in Landlord after the Initial Term in a single transaction or a series of related transactions which, if structured instead as a sale of the Premises, would have allowed Tenant to exercise its right of first refusal under this Section 46), or the change of the trustee, manager or other controlling person of Landlord, shall not be exercised entitle Tenant to exercise its rights under this Section 46. If during any Extension Term Landlord shall obtain an Offer with respect to only a portion thereof. If Tenant rejects that offer sale or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right conveyance of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon and sells the Premises (to Tenant or anyone else) Tenant hereby acknowledges and consents as follows: (i) any such terminationsale or conveyance during a period when the debt secured by the Mortgage cannot be prepaid (the “Lockout Period”) shall be subject to the outstanding balance of the Loan, sublease or assignmentand, if Tenant shall be entitled to, and shall, exercise its rights under this Section 46, the Right Loan, Note, Mortgage, and other Loan documents will be assumed by Tenant, and the lien of First Refusal the Mortgage may not be released during such Lockout Period; (ii) such sale shall simultaneously terminate be in accordance with the terms and become null provisions of the Note and void. Under no circumstances whatsoever shall Mortgage, whether such purchase contemplates the purchase of the Premises subject to the lien of the Mortgage or for a subtenant under a sublease release of the lien of the Mortgage; and (iii) if the lien of the Mortgage is not released in connection with such sale of the Premises, and if Tenant acquires the Premises, no merger of title shall occur and this Lease and any guaranty of this Lease will remain in full force and effect in accordance with their terms. If Tenant shall have agreed to purchase the Subject Premises pursuant to an Offer under which the third party offeror was to acquire the Subject Premises under and subject to the lien of any mortgage, and if such purchase by Tenant of the Subject Premises shall occur after the expiration of the Lockout Period and any similar lockout period under any such mortgage, Tenant may purchase the Subject Premises for cash free and clear of any such mortgage but only if (i) the cash portion of the Offer is increased by an amount equal to the principal and interest secured by any such mortgage, and (ii) Tenant pays (in addition to the purchase price) all defeasance deposits, yield maintenance amounts, satisfaction fees and other sums which become owing as a result of such prepayment; all to the end and effect that Landlord will net the same amount as Landlord would have netted had the Subject Premises been sold under and subject to the lien of any such mortgage, pursuant to the Offer. If any right of refusal or other right under this Lease would, in the absence of the limitation imposed by this Section, be invalid or unenforceable as being in violation of the rule against perpetuities or any other rule of law relating to the vesting of an interest in property or the assignee under a full or a partial assignment suspension of the Leasepower of alienation of property, have then any right to exercise a Right of First Refusal granted in refusal or other right hereunder shall be exercisable only during the period which shall begin as of the date hereof and end twenty (20) years and six (6) months after the date of death of the last survivor of the descendants of former President Xxxxxx X.X. Xxxx alive on the date of the execution and delivery of this Lease.. The rights granted to Tenant under this Section 46 shall not survive the expiration or termination of this Lease. CONFESSION OF JUDGMENT IN EJECTMENT -

Right of First Refusal. During If Franchisee or any Principal desires to accept any bona fide offer from a third party to purchase Franchisee, any material asset of Franchisee, or any direct or indirect interest in Franchisee, Franchisee or such Principal shall promptly notify Franchisor, and shall provide such information and documentation relating to the Lease Term, Tenant offer as Franchisor may require. Franchisor shall have a the right and option, exercisable within thirty (30) days after receipt of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent the written transfer request and the required information and documentation related to the Premises as portions of it become available from time offer (including any information that Franchisor may reasonably request to time (each such portion being referred supplement or clarify information provided to herein as an “Additional Space”Franchisor with the written transfer request), to send written notice to the seller that Franchisor intends to purchase the seller’s interest on the same terms and conditions that Landlord is prepared to accept from any offered by the third party. When Landlord receives an offer to lease ; provided, however, a spouse, domestic partner, parent or child of the Additional Space from seller shall not be considered a third party which Landlord desires for purposes of this Section 15.6. If Franchisor elects to acceptpurchase the seller’s interest, Landlord closing on such purchase shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten occur within forty-five (1045) days in which to accept or reject that offer by from the date of notice to Landlordthe seller of the election to purchase by Franchisor, or, if longer, on the same timetable as contained in the bona fide offer. The Right Any material change thereafter in the terms of First Refusal shall apply only with respect to the entire Additional Space subject offer from the third party or by Franchisee, or a change in the identity of the third party shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of the third party’s initial offer. Failure of Franchisor to exercise the option afforded by this Section 15.6 shall not constitute a waiver of any other provision of this Agreement, and may not be exercised including all of the requirements of this Section 15, with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executedproposed transfer. If the term of an Additional Space lease extends (including consideration, terms, and/or conditions offered by an option timely exercised) beyond a third party are such that Franchisor may not reasonably be required to furnish the Lease Termsame consideration, thenterms, (i) and/or conditions, then Franchisor may purchase the Lease Term shall interest proposed to be extended to coincide with the term of the Additional Space Lease and (ii) Base Rent sold for the Premises from and after expiration of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted reasonable equivalent in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other personcash. If the Lease or Tenant’s parties cannot agree within a reasonable time on the reasonable equivalent in cash of the consideration, terms, and/or conditions offered by the third party, Franchisor shall designate an independent appraiser to make a binding determination. The cost of any such appraisal shall be shared equally by Franchisor and Franchisee. If Franchisor elects to exercise its right under this Section 15.6, Franchisor shall have the right to possession set off all amounts due from Franchisee, and one-half (1/2) of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion cost of the Premisesappraisal, then immediately upon such terminationif any, sublease or assignment, against any payment to 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, have any right to exercise a Right of First Refusal granted in this Leaseseller.

Right of First Refusal. During Subject to then-existing renewal or expansion options of other tenants and provided no Event of Default then exists, if Landlord receives a bona fide offer from a third party (the Lease Term, Tenant shall have a right of first refusal (each a “Right of First RefusalThird Party Offer”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time space designated on Exhibit A (each such portion being referred to herein as an the “Additional Refusal Space”)) and Landlord is willing to accept the terms of such Third Party Offer, Landlord shall offer to lease to Tenant the Refusal Space on the same terms and conditions that as the Third Party Offer; such offer shall be in writing, specify the rent to be paid for the Refusal Space, contain the basic terms and conditions of the Third Party Offer and the date on which the Refusal Space shall be included in the Premises (the “Refusal Notice”). The Refusal Notice shall be substantially similar to the Refusal Notice attached to this Exhibit. Tenant shall notify Landlord is prepared to accept from any third party. When Landlord receives an offer in writing whether Tenant elects to lease the Additional entire portion of the Refusal Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect subject to the entire Additional Space subject of Third Party Offer on the third party offersame terms and conditions as the Third Party Offer in the Refusal Notice, and may not be exercised with respect within five days after Landlord delivers to only a portion thereofTenant the Refusal Notice. If Tenant rejects that offer or fails timely elects to accept lease the same in writing Refusal Space within such time five day period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment to this Lease, effective as of the date the Refusal Space is to be included in the Premises, on the same terms as this Lease adding except (a) the Additional SpaceBasic Rent shall be the amount specified in the Refusal Notice, or a new lease (b) the term for the Additional SpaceRefusal Space shall be that specified in the Refusal Notice, or such other documentation as (c) Tenant shall lease the Refusal Space in an “AS-IS” condition, Landlord shall requirenot be required to perform any work therein, promptly after and Landlord shall prepare not provide to Tenant any allowances other than those contained in the sameThird Party Offer (e.g., confirm moving allowance, construction allowance, and the leasing of such Additional Space to Tenantlike) if any, but an otherwise valid exercise of the Right of First Refusal contained and (d) other terms set forth in this Lease which are inconsistent with the terms of the Refusal Notice shall be fully effectivemodified accordingly. Notwithstanding the foregoing, whether or not such confirmatory documentation is executed. If 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 Refusal Notice includes space in excess of the Additional Space Lease and (ii) Base Rent for the Premises from and after expiration Refusal Space, Tenant must exercise its right hereunder, if at all, as to all of the Lease Term shall be space contained in 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 periodRefusal Notice. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall exercise lapse (it being understood that Tenant’s right under this Exhibit is 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 one-time right only), time being 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 essence with respect to the Additional exercise thereof, and Landlord may lease all or a portion of the Refusal Space to third parties on such terms as Landlord may elect. Tenant may not exercise its rights under this Exhibit if an Event of Default exists or Tenant is not then occupying the entire Premises. For purposes hereof, if an Refusal Notice is delivered for less than all of the Refusal Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Refusal Space, then such remaining portion of the Refusal Space shall thereafter be abated until excluded from the provisions of this Exhibit. In no event shall Landlord legally delivers be obligated to pay a commission with respect to any space leased by Tenant under this Exhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same to Tenantby, through, or under the indemnifying party. Tenant’s exercise of that Right of First Refusal rights under this Exhibit shall not operate to cure any default by Tenant of any of the terms or provisions in terminate if (a) 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 is terminated, (b) Tenant assigns any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant this Lease or its right to possess all or sublets any portion of the Premises, then immediately upon such termination(c) Tenant fails timely to exercise its option as to any portion of the Refusal Space, sublease or assignment(d) less than two full calendar years remain on the initial Term of this Lease. 0 XXXXXXX XXXX XXXXXXXXX XXXXXX XXXX XXXXX, XXXXX FORM OF REFUSAL NOTICE [Insert Date of Notice] BY TELECOPY AND FEDERAL EXPRESS EnergyTec, Inc. 0000 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000-X Xxxxx, Xxxxx 00000 Re: Lease Agreement (the “Lease”) dated November 27, 2006, between CRP HOLDINGS V, L.P., a Delaware limited partnership (“Landlord”), and ENERGYTEC, INC., a Nevada corporation (“Tenant”). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease. Ladies and Gentlemen: Pursuant to 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 attached to the Lease, have any right to exercise this is a Right of First Refusal granted in this Lease.Notice on Suite 280-E. The basic terms and conditions are as follows: LOCATION: ______________________________ SIZE: rentable square feet BASIC RENT RATE: $ per month TERM: ______________________________ IMPROVEMENTS: ______________________________ COMMENCEMENT: ______________________________ PARKING TERMS: ______________________________

Right of First Refusal. During the Lease Term, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Provided Tenant is not in default under the Lease beyond the expiration of any applicable notice and/or cure periods and at least thirty six (36) months remain in the date Landlord would otherwise notify Tenant term of the offer concerning Lease, Tenant shall have an ongoing right of first refusal on space on the Additional Space or at any time thereafter and before commencement fourth (4th) floor of the Lease for Building as such space becomes available (the Additional “Expansion Space”). After Tenant validly exercises a Right The right of First Refusal provided first refusal set forth in this LeaseParagraph 13 shall be subject and subordinate to the existing rights of any existing tenants in the Building and to any existing renewals by existing tenants in any of such space. Upon receipt of written notice from Landlord that a third party has made a bona fide offer to lease any of the aforementioned Expansion Space, the parties Tenant shall respond to Landlord within seven (7) business days whether it intends to lease such space. If Tenant indicates that it will not lease such space offered, or otherwise fails to notify Landlord within such seven (7) business day period that Tenant will lease such space in accordance herewith, then Landlord may proceed to lease it to another party and Tenant shall have waived its right to lease such space at such time. If Tenant indicates that it will lease such space offered, then Tenant and Landlord shall execute an amendment to the Lease adding the Additional Space, or a new for such space within ten (10) days of Tenant notifying Landlord of its intention to lease for the Additional Space, or such other documentation as Landlord shall require, promptly after Landlord shall prepare the same, confirm the leasing space. The lease of such Additional Expansion Space to Tenant, but an otherwise valid exercise of the Right of First Refusal contained in this Lease by Tenant shall be fully effectiveon the terms set forth in such bona fide offer; provided, 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 Termhowever, then, (i) the Lease Term shall be extended to coincide with that if the term of the Additional lease under such bona fide offer would commence on or before January 1, 2017, then such Expansion Space Lease shall be leased at the rent (including escalations) and (ii) Base Rent term then existing for the remaining Premises, and the amounts spent by Landlord for the tenant improvements provided for in the Work Letter Agreement (as reasonably established by Landlord) and other concessions contained in this Amendment with respect to the remaining Premises from and after expiration for the extension of the Lease Term term provided for herein shall be equitably and appropriately prorated, based upon such reduction in the higher of term for such Expansion Space as compared to the Base Rent per square foot during the last calendar eighty four (84) month extension of the Lease Term term provided for herein. For example, if Landlord spent $6.00 per rentable square foot for the tenant improvements provided for in the Work Letter Agreement, and if the term of the lease of the Expansion Space is 63 months, then the amount Landlord shall be required to contribute for tenant improvements for such Expansion Space shall be $6.00 per rentable square foot times 63/84, or the Base Rent $4.50 per rentable square foot of the Additional Space for the corresponding time periodExpansion Space. If Tenant shall exercise a Right All other rights 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 first refusal, rights of the Additional Space shall holdoverfirst offer, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that similar rights set forth in the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may including, but not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignmentlimited to, the Right provisions of First Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease Special Stipulation 4 of the Premises, or the assignee under a full or a partial assignment Exhibit “E” of the Lease, have any right to exercise a Right are hereby deleted in their entirety and shall be of First Refusal granted in this Leaseno further force or effect.

Right of First Refusal. During Subject to the rights of any tenants of the Building existing as of the date of this Lease, provided this Lease is then in full force and effect, there exists no Default, there is no sublease of any portion of the Premises or assignment of any of Tenant’s interest in this Lease, then, commencing on the date of this Lease and continuing through the last day of the thirty-sixth (36th) month of the Term, Landlord hereby grants Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to all (but not a portion) of the Premises approximately 8,001 square feet of Rentable Floor Area commonly known as portions Suite 1218-D of it become available from time to time the Building and shown on Exhibit A hereto (each such portion being referred to herein as an the “Additional ROFR Space”), on upon the same other terms and conditions that Landlord is prepared to accept from any third partyset forth herein. When If Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to acceptlease the ROFR Space, upon terms and conditions and at a rental rate acceptable to Landlord, Landlord shall present give Tenant written notice thereof, offering to lease the sameapplicable ROFR Space (or the applicable portion thereof) to Tenant upon the terms and conditions and at the greater of: (i) the rental rate contained in such third party offer; provided, however, in writingthe event any such third party offer contains any tenant improvement allowance (or any similar tenant inducement), such inducement shall be proportionately reduced to Tenant, and reflect the amount of Term left on this Lease relative to the amount of term specified in such third party offer; or (ii) the rental rate then applicable to the Premises hereunder with corresponding escalations. In no event shall Tenant be permitted to lease less than all of the ROFR Space. Tenant shall thereafter have ten five (105) days in which Business Days to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party such offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that such offer or fails to accept the same in writing respond within such time said five (5) Business Day period, then Landlord shall be free entitled to lease rent said space to a third party on such terms and conditions. If Tenant accepts said offer, then Tenant shall have leased such space upon applicable terms set forth in this Special Stipulation 4. The Rent for said ROFR Space shall commence on the Additional earlier to occur of (i) thirty (30) days after the Landlord delivers possession of such space to Tenant for Tenant’s installation of its leasehold improvements, or (ii) the date Tenant occupies such ROFR Space. If Tenant leases the ROFR Space, Landlord shall prepare an amendment to reflect the addition of the ROFR Space to the third party on substantially similar terms and conditions to those offered to Premises. Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an and return such 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 within fifteen (15) days after Landlord shall prepare the Tenant’s receipt of same, confirm the leasing of such Additional Space to Tenant, but an otherwise valid exercise of the within right of first refusal to lease such ROFR Space shall be fully effective whether or not such amendment is executed. Landlord and Tenant hereby acknowledge and agree that this Right of First Refusal contained in this Lease shall be fully 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 shall exercise a ongoing Right of First Refusal granted in this Lease. Landlord does not guarantee that through the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants thirty-sixth (36th) month of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this LeaseTerm.

Right of First Refusal. During Provided Tenant is not then in default of any material covenant of this Lease (including, without limitation, the Lease Termobligation to pay Basic Rent and/or Operating Expenses) after the expiration of the applicable cure period, and provided further that Landlord has not previously entered into a lease for such space prior to the execution of this Lease, Landlord hereby grants Tenant shall have a the one time right of first refusal (each a “Right of "First Refusal”Right") to lease rentable area located space in Landlord's adjacent building at 100 Theory, Irvine California which is depicted on Exhibit A-1 hereto ("First Right Space") in accordance with and subject to the Premises as portions provisions of it become available from this Section 2.5. At any time after the date of this Lease, but prior to time (each such leasing the First Right Space, or any portion being referred thereof, to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party, if Landlord has reached a tentative agreement (which may be a nonbinding, tentative agreement) to lease any of the First Right Space to a third party, Landlord shall give Tenant written notice describing the space (the "Designated First Right Space") and the basic economic terms including but not limited to the Basic Rent, term, operating expense base, if any, and tenant improvement allowance (collectively, the "Economic Terms"), tentatively agreed upon for such lease, provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant's benefit. When It is understood that should Landlord receives an offer intend to lease other space in addition to the First Right Space as part of a single transaction, then Landlord's notice shall so provide and all such space shall collectively be subject to the following provisions. Within five (5) business days after receipt of Landlord's notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the Designated First Right upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Additional Space from a third party which Landlord desires to acceptDesignated Space, Landlord shall present specifying that such refusal is not based upon the sameEconomic Terms, but upon Tenant's lack of need for the Designated Space, in writing, to which event Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The 's First Right of First Refusal shall apply only with respect as to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Designated First Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until terminated and of no further force and effect and Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Lease.lease the

Right of First Refusal. During Provided that (i) Tenant is not then in default hereunder beyond any applicable cure periods, (ii) the creditworthiness of Tenant is then acceptable to Landlord, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (iv) the current use of the Leased Premises is acceptable to Landlord, and subject to any rights of other tenants to the Refusal Space (including the prior right of first refusal rights of Fisery Solutions, Inc.), Tenant shall have a the right of first refusal (each a “Right of First Refusal”"Refusal Option") to lease rentable area located the space adjacent to the Leased Premises as portions of it become available from time to time crosshatched on the attached Exhibit C (each such portion being referred to herein as an “Additional "Refusal Space”"), on as such space becomes available for leasing during the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to LandlordLease Term. The Right of First term for the Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 coterminous with the Lease Term, thenprovided, however, that the minimum term for the Refusal Space shall be three (i3) years and the Lease Term shall be extended extended, if necessary, to coincide be coterminous with the term of the Additional Space Lease and (ii) Base Rent for the Premises from and after expiration of the Lease Term Refusal Space. The Refusal Space shall be offered to Tenant at the higher of rental rate and upon such other terms and conditions, excluding free rent and other concessions, as are then being offered by Landlord to a specific third party prospective tenant for such space, but in no event shall such rental rate be less than the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in then current rental rate under this Lease. Landlord does not guarantee In the event that the Additional Refusal Space will be available on is not leased to the commencement date for initial third party prospective tenant, then this Refusal Option shall remain in effect in the Lease thereof if event of an offer to any other specific third party prospective tenant and the then existing occupants of the Additional Refusal Space shall holdover, or for any other reason beyond Landlord’s reasonable controlagain be offered to Tenant in accordance herewith. In that event, Tenant’s sole recourse shall be Upon notification in writing by Landlord that the Base Rent with respect to the Additional Refusal 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 Leaseis available, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased five (5) business days in which to notify Landlord in writing of its election to lease the Refusal Space at such rental rates described above, in which event this Lease shall be amended to incorporate such Refusal Space. In the event Tenant declines or assigned its interest in Tenant or its right fails to possess all or any portion of elect to lease the PremisesRefusal Space, then immediately upon such termination, sublease or assignment, the Right of First this Refusal Option shall simultaneously automatically terminate and become shall thereafter be null and voidvoid as to such space. Under no circumstances whatsoever It is understood and agreed that this Refusal Option shall a subtenant under a sublease of not be construed to prevent any tenant in the Premises, Building from extending or the assignee under a full or a partial assignment of the Lease, have any right to exercise a Right of First Refusal granted in this renewing its Lease.

Right of First Refusal. During Section 17 of the Third Amendment is hereby deleted in its entirety and the following is inserted in lieu thereof: “Provided Tenant is not in default of the Lease Termand is still occupying the Premises, Landlord shall grant Tenant shall have a one (1) right of first refusal on any space located on the second (each a 2nd) floor of the Building (“Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Refusal Space”), on subject to the same terms and conditions that rights of existing tenants to such space. The exercise of Tenant’s right of first refusal shall be accomplished as follows: Within five (5) days of Landlord is prepared to accept from any third party. When Landlord receives an offer to lease entering into a signed letter of intent with a prospective tenant for the Additional Space from a third party which Landlord desires to acceptFirst Refusal Space, Landlord shall present provide Tenant with written notice of the same, which notice shall include all of the business terms of such proposed lease (“Landlord’s Notice”). Tenant shall have seven (7) days after receipt of Landlord’s Notice to either accept all of the terms contained in writingLandlord’s Notice or reject the offer contained in Landlord’s Notice. Tenant’s failure to respond within such time period shall be deemed a waiver of Tenant’s right of first refusal. If Tenant accepts such offer, to Tenant, Landlord and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment to the Lease adding expanding the Additional Space, or a new lease for Premises to include 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 Right of First Refusal Space upon the terms and conditions contained in this Lease shall be fully 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 periodLandlord’s Notice. If Tenant rejects the offer, Landlord shall exercise a Right of have the right to lease the 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 to any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect tenant (or third party) without regard to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession rights thereunder. Time is of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right essence with regard 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, have any right to exercise a Right of First Refusal granted notifications in this Leasesection.”

Right of First Refusal. During In addition to, and not in substitution of the Right of First Offer set forth in Section 2.6, until such time as all of the space in the Building shall be leased to new third-party tenants (i.e., tenants who are not under lease as of the date of this Lease), provided Tenant is not in default of this Lease Termbeyond applicable notice and cure periods and is leasing (including any and all space then leased by Permitted Transferees and space Tenant has sublet to third parties in accordance with the terms hereof) at least fifty percent (50%) of the original Premises, Tenant shall have a right of first refusal (each a “Right of Refusal” to lease any and all space in the Building that has not been so leased to new third-party tenants, on the terms set forth herein. If Landlord intends to accept a bona-fide third party offer to lease any such space (“First RefusalRefusal Space”) to lease rentable area located adjacent to a third party, Landlord shall give Tenant notice of the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third partyof such offer (a “First Refusal Notice”). When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) business days in which from receipt of a First Refusal Notice to accept or reject that offer by send notice to Landlord. The Right of Landlord (an “Election Notice”) indicating whether or not Tenant desires to add such space to the Premises on the terms set forth in the First Refusal Notice. A failure timely to send an Election Notice shall apply only be deemed an election not to add such space to the Premises and Tenant shall have no further rights with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereofsuch space under this Section 2.7. If Tenant rejects that offer or fails to accept the same in writing within such time periodproperly gives an Election Notice hereunder, then Landlord this Lease shall be free deemed amended to lease the Additional Space add such space to the third party Premises on substantially similar all the terms and conditions to those offered to Tenant set forth in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null Notice. Tenant and void if 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 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, the parties shall agree to execute an amendment to this Lease reflecting such addition of such space to the Lease adding Premises, but the Additional failure by either party to execute such an amendment shall not affect the validity of the deemed amendment referred to above. If Tenant fails to notify Landlord within said ten (10) business day period that Tenant intends to lease such First Refusal Space, or Landlord shall be entitled to lease such First Refusal Space to a new third party on the terms and conditions set forth in the First Refusal Notice. If Landlord does not enter into such a lease for the Additional Space, or such other documentation as Landlord shall require, promptly First Refusal Space with another tenant within twelve (12) months after Landlord shall prepare the same, confirm the leasing of such Additional Space Landlord’s original first Refusal Notice to Tenant, but an otherwise valid exercise of the Right of First Refusal contained in then Tenant’s rights under this Lease section shall be fully 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 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 reinstated with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of such First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this LeaseSpace.

Right of First Refusal. During Provided that no Event of Default has occurred and is continuing beyond any applicable notice and cure period under any provision of this Lease, either at the time of Tenant’s election of its rights granted herein or the time of the commencement of Tenant’s lease of any of the “First Right Space” pursuant hereto, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease Term, Tenant shall have a right (except by way of first refusal (each a “Right of Permitted Transfer” as hereinafter defined), Landlord hereby grants Tenant the right (“First RefusalRight”) to lease rentable area located adjacent to the Premises as portions remaining space on the first (1st) floor of it become available from time to time the Building and shown on Exhibit A attached hereto (each such portion being referred to herein as an the “Additional First Right Space”), all in accordance with and subject to the provisions of this Section 2.5. At any time following receipt of by Landlord of a bona fide letter of intent, request for proposal or other written expression of interest to lease all of the First Refusal Space to a third party, Landlord shall give Tenant written notice of the basic economic terms including the designated space, basic rent, “free” rent, term, operating expenses, parking rights, security deposit, tenant improvement allowance and other economic concessions, if any (collectively, the “Economic Terms”), upon which Landlord is willing to lease such First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. It is understood and agreed that the foregoing obligation on Landlord’s part to deliver such notice is an accommodation to Tenant only, and Landlord’s inadvertent failure to so deliver said notice, despite its good faith efforts to do so, shall not result in any liability to Landlord. Within five (5) business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the First Right Space upon such Economic Terms and the same terms and conditions non-Economic Terms as set forth in this Lease; or (ii) decline to so lease the First Right Space. In the event that Landlord is prepared Tenant does not so respond in writing to accept from any third partyLandlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. When Landlord receives an offer Should Tenant elect to lease the Additional First Right Space from a third party which Landlord desires pursuant to acceptclause (i) above, then Landlord shall present promptly prepare and deliver to Tenant an amendment to this Lease consistent with the same, in writing, to Tenantforegoing, and Tenant shall thereafter have ten execute and return same to Landlord within fifteen (1015) days in which business days. Tenant’s failure to accept or reject that offer by notice timely return the amendment shall entitle Landlord, at its election, to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free specifically enforce Tenant’s commitment to lease the Additional First Right Space, to terminate Tenant’s First Right hereunder and lease such space to any third party, and/or to pursue any other available legal remedy. Tenant’s election (or deemed election) to decline to lease the First Right Space pursuant to clause (ii) above, shall thereupon terminate Tenant’s First Right as to the third party on substantially similar terms First Right Space and conditions any further rights of Tenant and to those offered to Tenant the Designated Space; provided, however, that in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date event that Landlord would otherwise notify Tenant of the offer concerning the Additional Space or at any time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises shall not enter into a Right of First Refusal provided in this Lease, the parties shall execute an amendment to the Lease adding the Additional Space, or a new lease for the Additional First Right Space with a third party within one hundred eighty (180) days following Landlord’s original notice to Tenant described above (or within one hundred eighty (180) days following any re-notice to Tenant of Economic Terms for the First Right Space) which lease shall be on terms that are not materially more favorable than those Economic Terms declined by Tenant, or such other documentation as then prior to leasing the First Right Space to any third party, Landlord shall require, promptly after Landlord shall prepare repeat the same, confirm the leasing of such Additional Space to Tenant, but an otherwise valid exercise of the Right of First Refusal contained procedures set forth in this Lease Section 2.5. It is understood and agreed that Tenant’s First Right shall be fully effectivesubject to any extension or expansion rights granted by Landlord to any third party tenant now or hereafter occupying the First Right Space or any portion thereof, whether or not and in no event shall any such confirmatory documentation is executed. If First Right Space be deemed available for leasing until the term of an Additional Space lease extends (including by an option timely exercised) beyond existing tenant thereof shall have vacated 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 shall exercise a First Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to TenantSpace. Tenant’s exercise of that Right of First Refusal rights under this Section 2.5 shall not operate belong solely to cure Bakbone Software, Inc., a California corporation, and any default by Tenant of any of the terms attempted assignment or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue transfer of such default. Each rights (except by way of a “Permitted Transfer” as hereinafter defined) shall be void and all Rights of First Refusal are personal to Tenant and may not be exercised no force or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseeffect.

Right of First Refusal. During the Lease Term, Tenant shall have If Landlord makes a right of first refusal (each bona fide offer to a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord , or receives an a bona fide offer to lease the Additional Space from a third party which Landlord desires is acceptable to acceptLandlord, for sale or transfer of the Premises, or an interest therein (a “Purchase Offer”), Landlord shall present notify Tenant of the samesale or transfer, the name of the offerer, the offered consideration and provisions of the Purchase Offer. Within five (5) business days after receipt of Landlord’s notice, Tenant may elect by notice to Landlord (the “Election Notice”) to purchase the Premises or an interest therein for the consideration and upon substantially the same terms as the other provisions stated in the Purchase Offer; except that (a) the purchase and sale shall close the later of thirty (30) days after Tenant elects to purchase or the date agreed upon by the offerer and (b) Tenant shall deliver to Landlord simultaneously with the Election Notice Tenant a $250,000 xxxxxxx money deposit, non-refundable to Purchaser except that the deposit shall be returned to Purchaser if (i) Purchaser terminates the purchase and sale agreement in accordance with the terms and conditions set forth in the Purchase Offer with respect to termination of the Purchase Offer, (ii) closing does not timely occur due to Seller default, or (iii) the purchase and sale agreement is terminated in the event of a casualty or condemnation. Such deposit shall be applied toward the purchase price at closing. Should Tenant fail to exercise this right within the time and in the manner required above, or waives such right in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease consummate the Additional Space sale or transfer to the third party on substantially similar terms named offerer for the consideration and conditions upon the other provisions set forth in Landlord’s notice to those offered Tenant; however, Landlord agrees that such sale or transfer shall be subject to the provisions of this Lease, including this right of first refusal. If such sale or transfer is not consummated within six (6) months after the expiration of the earlier of the date Tenant fails to exercise its right as hereinabove required or the date Tenant waives such right in writing, the rights granted to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of this Section shall once again apply to the offer concerning the Additional Space or at described above as well as to any 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leaseoffer.

Right of First Refusal. During Subject to renewals of other tenants in the Lease Term, Tenant shall have a right of first refusal Building (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional SpacePrior Rights”), on and provided no Event of Default then exists (beyond the same terms expiration of any applicable notice and conditions that cure period provided in the Lease), Landlord is prepared to accept from any third party. When shall during the initial Term of this Lease, at such time as Landlord receives an a written offer to lease the Additional Space from a third party which Landlord desires is prepared to acceptaccept for the lease of any available space in the Building (the “Offer Space”), Landlord shall present offer to lease the same, in writing, Offer Space to Tenant; such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Tenant shall thereafter have notify Landlord in writing whether Tenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease the Offer Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Offer Space is to be included in which the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Lease; however, Tenant shall accept the Offer Space in an “AS-IS” condition and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or reject that other tenant inducements except as specifically provided in the Offer Notice. Notwithstanding the foregoing, if such third party offer by notice includes space in excess of the Offer Space, Tenant must exercise its rights hereunder, if at all, as to Landlordall of the space contained in the third party offer. The If Tenant fails or is unable to timely exercise its right hereunder, time being of the essence with respect to the exercise thereof, Landlord may lease all or a portion of the Offer Space to such third party. If such third party does not lease the Offer Space, the Tenant’s Right of First Refusal shall apply only with respect continue and be available to Tenant throughout the Term of this Lease (subject to the entire Additional Space subject three year limitation set forth in the following paragraph) and Landlord shall first offer such space to Tenant upon the terms of this Exhibit before leasing it to a third party. If such third party leases less than all of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept Offer Space in the same in writing within such time periodBuilding, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Tenant’s Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under for the Lease at the date Landlord would otherwise notify Tenant remainder of the offer concerning the Additional Space or at any 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Offer Space shall be abated until Landlord legally delivers superior to any subsequent rights given to another tenant to such remainder space. Tenant may not exercise its rights under this Exhibit if an Event of Default exists (beyond the same to Tenantexpiration of any applicable notice and cure period provided in the Lease). Tenant’s exercise of that Right of First Refusal rights under this Exhibit shall not operate to cure any default by Tenant of any of the terms or provisions in terminate if (a) 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 is terminated, (b) Tenant assigns any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant this Lease or its right to possess all or any portion sublets more than fifty percent (50%) 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 initial Premises except to a subtenant under a sublease of the PremisesPermitted Transferee, or (c) less than three (3) full calendar years remain in the assignee under a full or a partial assignment initial Term of the Lease, have any right to exercise a Right of First Refusal granted in this Lease.. 52 EXHIBIT "K" TENANT’S BACK-UP GENERATOR

Right of First Refusal. During (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have a an on-going right of first refusal (each a “Right of First RefusalRefusal Option”) to lease rentable area additional space in the Building located adjacent contiguous to the Leased Premises as portions of it become available from time to time shown crosshatched on the attached Exhibit D (each such portion being referred to herein as an “Additional Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease the Additional Space from a such space that is mutually agreeable to Landlord and such bona fide third party which Landlord desires offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to acceptthe Refusal Space, Landlord then the Refusal Space shall present the same, in writing, be deemed to Tenantinclude, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall thereafter have ten three (103) business days after Tenant receives Landlord’s Notice in which to accept or reject that offer by notice notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof’s Notice. If Tenant rejects that offer declines to exercise this Refusal Option or fails to accept give such written notice within the same in writing within such time periodperiod required, then Tenant shall be deemed to have waived this Refusal Option, and thereafter this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Additional Refusal Space to the bona fide offeror or any other third party on substantially similar terms party. In the event Landlord and conditions the bona fide offeror do not enter into a lease for the Refusal Space, Landlord shall use commercially reasonable efforts to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 time thereafter and before commencement of the Lease for the Additional Spacesame. After Tenant validly exercises a Right of First The Refusal provided in this Lease, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal offered to Tenant at the rental rate and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, other terms and conditions as are set forth in the Right of First Refusal shall simultaneously terminate Bona Fide Offer 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, have any right to exercise a Right of First Refusal granted in this Leaseherein.

Right of First Refusal. During (a) So long as this Lease is in full force and effect, if the Lease TermLandlord shall receive a bona fide offer from any unrelated person, persons, organization, or organizations to purchase in whole or in part the land or building of which the Premises is a part, which offer is acceptable to Landlord, the Landlord shall send the Tenant a copy of the proposed contract and notify the Tenant of Landlord’s intention to accept the offer. The Tenant shall have the right within thirty (30) days from the date of personal delivery or mailing of said notice to accept the terms of the contract in writing for purchase such land or building of which the Premises are a right part for the purchase price and on the terms specified in the contract, except as otherwise provided in this section. If the Tenant shall not so elect within the period of first refusal thirty (each 30) days from the date of personal delivery or mailing of said notice, the Landlord may then sell the land or building of which the Premises are a “Right of First Refusal”) to lease rentable area located adjacent part to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”)offeror, provided the sale is on substantially the same terms and conditions that Landlord is prepared and for the price set forth in the contract sent to accept from any third partythe Tenant. When Landlord receives an offer Notwithstanding anything to lease the Additional Space from a third party which Landlord desires to acceptcontrary herein, Landlord shall present or in the same, in writing, contract provided to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same unless waived in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 by Tenant, but an otherwise valid exercise of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right of first refusal hereunder shall be subject to possession and conditioned upon Tenant obtaining, within thirty (30) days of Tenant’s exercise of Tenant’s right of first refusal hereunder or such later time as is provided in the contract, a Phase I environmental site assessment of the Premises shall terminate acceptable to Tenant confirming that no recognized environmental conditions unacceptable to Tenant in any manner whatsoever before Tenant’s sole discretion exist. Additionally, notwithstanding anything to the contrary herein, or in the contract provided to Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right not be required to possess all or any portion close on the purchase pursuant to said contract until the later of the Premises, then immediately upon such termination, sublease time specified in the contract for closing or assignment, sixty (60) days after the Right date of First Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease Tenant’s exercise of the Premises, or the assignee under a full or a partial assignment Tenant’s right of the Lease, have any right to exercise a Right of First Refusal granted in this Leasefirst refusal.

Right of First Refusal. During Provided no Tenant Default under this Lease has occurred, or is continuing, at the Lease Termtime Tenant exercises its First Refusal Right (as defined herein) or upon the commencement of the term for the ROFR Space (as defined herein), Tenant shall have a right if during the first eighteen (18) months of first refusal (each a “Right the initial Term of First Refusal”) to lease rentable area located adjacent this Lease, space on the sixth floor of the Building contiguous to the Premises and labeled as portions the ROFR Space on Exhibit A attached hereto consisting of it become 3,270 rentable square feet is available from time to time lease (each such portion being referred to herein as an hereinafter the “Additional ROFR Space”)) prior to Landlord agreeing to lease the same space to any third party pursuant to a bona fide letter of intent acceptable to Landlord, on Landlord shall offer to lease all and not a portion of such space to Tenant upon the same terms and conditions as proposed by such third party (the “First Refusal Right”). The rental rate for the ROFR Space shall be the same as that Landlord is prepared proposed by such third party. Tenant shall have a period of five (5) business days after receipt of Landlord’s notice in which to accept from the Landlord’s offer. If Tenant does not exercise its rights with respect to the ROFR Space by accepting the terms in Landlord’s notice prior to the expiration of the foregoing time period, then Tenant’s First Refusal Right and Landlord’s obligations hereunder shall automatically terminate and Tenant shall have no further First Refusal Right hereunder, and Landlord may thereafter lease the ROFR Space to any third party. When Landlord receives an offer If Tenant elects to lease exercise its rights hereunder by timely accepting the Additional Space from a third party which Landlord desires to acceptterms in Landlord’s notice, Landlord and Tenant shall, within fifteen (15) calendar days after such election, execute and deliver an amendment to this Lease in a form mutually agreeable to the parties which shall present specifically include comparable furniture at Landlord’s expense as is to be provided under the same, in writing, to Tenantterms of this Lease, and as more fully described in the attached Exhibit H. Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of when exercising its First Refusal shall apply only with respect to the entire Additional Space subject Right hereunder must accept all of the third party offer, ROFR Space offered and may not be exercised with respect elect to lease only a portion part thereof. If Tenant rejects It is expressly acknowledged and agreed to by the parties hereto that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of Tenant’s First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under Right hereunder shall automatically expire upon the Lease at the date Landlord would otherwise notify Tenant expiration of the offer concerning the Additional Space or at any time thereafter and before commencement eighteenth (18th) month of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, 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 Right of First Refusal contained in this Lease shall be fully 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 initial Lease Term, then, (i) the Lease Term shall be extended to coincide unless otherwise terminated in accordance with the term terms 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 periodthis Paragraph 49. If The rights granted to Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal hereunder are personal to Tenant and may shall not be exercised or enjoyed by any other person. If the Lease or Tenantassignable without Landlord’s right to possession of the Premises shall terminate prior written consent, which Landlord may hold in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the Right of First Refusal shall simultaneously terminate sole 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, have any right to exercise a Right of First Refusal granted in this Leaseabsolute discretion.

Right of First Refusal. During the Lease TermProvided Tenant is not then in default hereunder, Landlord hereby grants Tenant shall have a one-time right of first refusal (each a “Right of "First Refusal”Refusal Right") to lease the balance of space in the Building comprising approximately 31,720 rentable area located adjacent square feet as shown on EXHIBIT A-1 attached hereto ("First Refusal Space") in accordance with and subject to the Premises as portions provisions of it become available from this Section 2.4. At any time following receipt by Landlord of a bona fide letter of intent, request for proposal or other written expression of interest to time lease all or a portion of the First Refusal Space, Landlord shall give Tenant written notice of the term rent, operating expenses and tenant improvement allowance, if any (each the "Economic Terms") upon which Landlord has tentatively agreed with such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer party to lease the Additional First Refusal Space. It is understood that should Landlord have tentatively agreed to lease other space in addition to the First Refusal Space from as part of a third party single transaction, then Landlord's notice shall so provide and all such space shall collectively be subject to the following provisions. Within five (5) business days after receipt of Landlord's notice, Tenant must give Landlord written notice pursuant to which Landlord desires Tenant shall elect to accept(i) lease all, but not less than all, of the First Refusal Space specified in Landlord's notice (the "Designated First Refusal Space") upon such Economic Terms and the same non-Economic Terms as set forth in this Lease (except as otherwise hereinafter provided); or (ii) decline to lease the Designated First Refusal Space on such Economic and non-Economic Terms. In the event that Tenant does not so respond in writing to Landlord's notice within said period, Tenant shall be deemed to have elected clause (ii) above. Should Tenant decline, or be deemed to have declined, to lease the Designated First Refusal Space as provided in the foregoing, Landlord shall present be free thereafter to lease same to any third party and Tenant's rights under this Section 2.4 shall thereupon cease and be of no further force and effect as to the sameDesignated First Refusal Space. Should Tenant timely elect to lease the Designated First Refusal Space, in writing, Landlord shall promptly prepare and deliver to TenantTenant an amendment to this Lease consistent with the foregoing, and Tenant shall thereafter have execute and return same to Landlord within ten (10) days in which business days. Tenant's failure to accept or reject that offer by notice timely return the amendment shall entitle Landlord to Landlord. The Right of specifically enforce Tenant's commitment to lease the Designated First Refusal shall apply only with respect Space, to the entire Additional Space subject of the lease such space to a third party offerparty, and may not be exercised with respect and/or to only a portion thereofpursue any other available legal remedy. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 comply 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in of this Leaseparagraph, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of Tenant's First Refusal are personal Right herein granted shall be thereupon extinguished. Any attempt to Tenant and may not be exercised assign or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have transfer any right to exercise a Right of First Refusal granted in interest created by this Leaseparagraph shall be void from its inception.

Right of First Refusal. During Landlord and Tenant agree that, provided Tenant in is possession of the Lease TermPremises and is not in default of any of the terms, covenants and conditions of this Lease, Tenant shall have a an on-going right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to from Landlord the Premises as portions last remaining 25,000 square feet of it become available from time to time space on a Contiguous Multi-Tenant Floor that has not been initially leased by Landlord (each such portion being referred to herein as an “the "Additional Space”), Premises") on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an shall have received and deemed acceptable in a bonafide offer to lease the Additional Space from a third party which party, except that the term shall be co-terminous with the Lease Term (but in no event less than five (5) years) and the tenant improvement allowance provided for in such offer shall be prorated based upon the term for the Additional Premises. Upon the initial leasing of all space on the Contiguous Multi-Tenant Floor, Tenant shall no longer have a right of first refusal as provided for in this Paragraph 1. Tenant shall exercise its right of first refusal by written notice to Landlord desires within seven (7) business days following receipt of written notice from Landlord containing the terms of the third party's offer, acceptable to acceptthe Landlord, for the Additional Premises. In the event that Tenant exercises the right granted herein, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which enter into an amendment to accept or reject that offer by notice this Lease to Landlord. The Right of First Refusal shall apply only with respect incorporate the Additional Premises and to make the necessary adjustments to the entire Additional Space subject of Basic Rent and similar provisions to this Lease. In the third party offerevent Tenant declines to exercise its rights as provided for, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept deliver or fails to deliver notice thereof within the time period stipulated above, or fails to execute the requisite amendment of this Lease; this right of first refusal shall lapse and be of no further force and effect as to the instant offer. In the event that the lease for which Tenant declined to exercise its right of first refusal is not executed within six (6) months from the date of written notice, Landlord agrees to again offer such lease to Tenant on the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions that have been agreed to those offered to Tenant in the foregoing mannerby such tenant. Each Right This right of First Refusal shallfirst refusal shall not be severed from this Lease or separately sold, at Landlord’s election, be null and void if 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 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, the parties shall execute an amendment to the Lease adding the Additional Spaceassigned, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the 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, have any right to exercise a Right of First Refusal granted in this Leasetransferred.

Right of First Refusal. During Provided Tenant is not, and has not been, in default if its obligations under this Lease, and if Landlord receives an offer to lease space on the Lease Termfirst floor of the Building, Tenant shall have a right Right of first refusal First Refusal to lease such space notwithstanding provisions to the contrary in this Section. In the event Landlord receives a bona fide offer to lease from an initial third party, Landlord will notify Tenant and Tenant shall have five (each a “5) business days to notify Landlord in writing of Tenant’s desire to exercise its Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an as the offer to lease that Landlord has received. In the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and event Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept give Landlord notice of Tenant’s election to lease the same in writing adjacent space within such time period, then Landlord shall be free to lease the Additional Space premises to the a third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate continue to cure any default by be in effect. If, on the other hand, Tenant exercises its Right of any of First Refusal in the terms or provisions manner provided above, Tenant shall immediately deliver to Landlord payment for the first month’s rent and security deposit for the adjacent premises (in the same manner as provided for in this Lease), nor to extinguish or impair any rights or remedies of Landlord arising by virtue and the lease of such defaultexpansion premises shall be consummated without delay in accordance with the terms set forth in the lease offer, the terms of which shall be made a part of this Lease by an appropriate amendment to this Lease to incorporate such terms. Each and all Rights of First Refusal are personal Notwithstanding anything to Tenant and may not be exercised or enjoyed by any other person. If the Lease or contrary herein contained, Tenant’s right to the expansion premises shall be conditioned upon the following: (i) at the time Tenant agrees to accept the expansion premises and at the time of the commencement of the term for the expansion premises, Tenant shall be in possession of and occupying the Premises primary premises for the conduct of its business therein and the same shall terminate in not be occupied by any manner whatsoever before assignee, subtenant or licensee and, provided further, that the option for additional space shall be applicable hereunder only if the expansion premises will actually be occupied by Tenant and (ii) the agreement of acceptance shall exercise constitute a Right of First Refusalrepresentation by Tenant to Landlord, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion effective as 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 date of the Premises, or the assignee under a full or a partial assignment agreement of acceptance and as of the Leasedate of commencement of the lease for the expansion premises, have any right that Tenant intends to exercise a Right use the expansion premises for Tenant’s purposes in the conduct of First Refusal granted in this LeaseTenant’s business therein.

Right of First Refusal. During Notwithstanding anything in the Lease Term, Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”)contrary, on the same terms provided no Tenant default has occurred and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, continuing hereunder and provided Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may has not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in assigned this Lease shall be fully 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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess sublet all or any portion of the Premises, then Tenant shall have a continuing right of first refusal to Lease the space within the Building immediately upon adjacent to the 2006 Revised Premises as more: particularly described on Exhibit A-1 attached hereto (the "Adjacent Space") at such terminationtime as such Adjacent Space becomes available for lease during the initial Term; provided, sublease or assignmenthowever, the Right of First Refusal Tenant shall simultaneously terminate and become null and void. Under have no circumstances whatsoever shall a subtenant under a sublease right to lease any portion of the Premises, Adjacent Space which is re-leased to existing tenants occupying such space. Prior to entering into any new lease for all or the assignee under a full or a partial assignment any portion of the LeaseAdjacent Space, Landlord shall first offer (by written notice to Tenant) to lease the relevant portion of the Adjacent Space to Tenant upon the same terms and conditions as set forth in a bona fide third party offer (the "Third Party Offer") for the relevant portion of the Adjacent Space being leased. Tenant shall have any a period of five (5) business days following receipt of said written notice from Landlord to provide Landlord with written notice of its election to lease the Adjacent Space which is the subject of said Third Party Offer. In the event Tenant fails to respond to Landlord within said five (5) business day period, Tenant shall be deemed to have waived its rights with respect to the leasing of the Adjacent Space. If Tenant elects not to exercise its right to lease the Adjacent Space and such space subsequently becomes available for lease, Tenant shall again have a right of first refusal with respect to such space. In the event Tenant elects to exercise its right of first refusal with respect to the Adjacent Space, Tenant shall be deemed to lease the Adjacent Space which is the subject of said Third Party Offer subject to the terms and conditions as set forth in the Third Party Offer and the parties hereto shall amend the Lease (or enter into a Right new lease) to memorialize the terms of First Refusal granted in this said Lease.

Right of First Refusal. During In the Lease Termevent the Landlord shall receive a BONA FIDE written offer from an independent, Tenant unrelated third party to purchase the Property or a portion thereof (hereinafter referred to as an "Offer") during the term of this Ground Lease, and if the Landlord shall have desire to accept the Offer, then, after accepting the Offer, which will contain a provision notifying said third party purchaser of the Tenant's right of first refusal (each hereunder, the Landlord shall deliver a “Right photocopy of First Refusal”) to lease rentable area located adjacent such Offer to the Premises as portions Tenant. The Tenant shall then have twenty (20) business days from the date of it become available from time receipt of such offer within which to time (each such elect to purchase the Property or the portion being referred thereof that is subject to herein as an “Additional Space”), on the Offer upon the same terms and conditions as those contained in the Offer except that the closing date for the Tenant will be extended for a period equal to the number of days between the date the Landlord accepted said Offer and the date the Tenant actually received a copy of said Offer. The Tenant shall exercise the right granted to it hereunder by delivering written notice of its intent to purchase the Property or the portion thereof that is prepared subject to the Offer, to the Landlord within the time period referred to above. In the event the Tenant shall elect to exercise the right granted to it hereunder, the closing of the transaction shall occur in accordance with the terms and conditions contained in the Offer except as modified herein. In the event the Tenant shall not have exercised the right granted to it hereunder in the manner and within the time period provided for herein, the Landlord shall then be free to accept from any third party. When Landlord receives an offer the Offer and to lease sell the Additional Space from a third party which Landlord desires Property or the portion thereof that is subject to acceptthe Offer, Landlord shall present pursuant to the same, terms and conditions contained in writing, to Tenant, the Offer and the Tenant shall thereafter have ten (10) days no interest in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only rights with respect to the entire Additional Space Property or the portion thereof that is subject of to the third party offerOffer. The Landlord, in its sole and absolute discretion, may at any time reject an Offer made to it, and may not be exercised any such rejection shall fully and completely terminate the Tenant's rights hereunder with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within each such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executedrejected Offer. If the term of Landlord accepts an Additional Space lease extends (including Offer after the Tenant has elected not to accept such Offer, and the transaction contemplated by an option timely exercised) beyond the Lease Term, then, (i) the Lease Term shall be extended such Offer fails 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 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 close for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess all or any portion of the Premises, then immediately upon such termination, sublease or assignmentwhatsoever, the Right Tenant's rights hereunder to notice of First Refusal shall simultaneously terminate subsequent Offers and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease of to elect to purchase the Premises, or the assignee under a full Property or a partial assignment of the Lease, have any right to exercise a Right of First Refusal granted portion thereof shall remain in this Leasefull force and effect.

Right of First Refusal. During Effective as of the Effective Date, Section 2.4 of the Lease Termand Schedule 1-A attached to the Lease shall be deleted in their entirety and of no further force or effect. Subject to Section 10 below, during the period (the “First Refusal Period”) from the Effective Date through the end of the initial Expansion Space Term (subject, however to the limitations set forth below in this Section 9), Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to that certain space in the Premises Building commonly known as portions of it become available from time to time Suite 400 (each such portion being referred to herein as an the “Additional First Refusal Space”), on or such applicable portion of the same terms and conditions that First Refusal Space, when the First Refusal Space (or such applicable portion thereof) first becomes available for lease as provided hereinbelow as determined by Landlord. For purposes hereof, the First Refusal Space (or applicable portion thereof) shall first become available for lease by Tenant immediately prior to the first time Landlord is prepared intends to accept from any submit to a third party. When Landlord receives party (other than the existing tenant of the First Refusal Space, or applicable portion thereof, or an offer affiliate of such existing tenant) a bona fide proposal, counter-proposal, or letter of intent to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect Space (or applicable portion thereof) (the “Third Party Proposal”). Notwithstanding anything in this Section 9 to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if 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 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, 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 Right of First Refusal contained in this Lease shall be fully 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, contrary: (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 shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord legally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the Lease or Tenant’s right of first refusal set forth herein shall be subject and subordinate to possession all rights of the Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusalexpansion, renewal, extension, first refusal, first offer or if Tenant shall have subleased or assigned its interest in Tenant or its right to possess similar rights for all or any portion of the Premises, then immediately upon such termination, sublease or assignmentFirst Refusal Space granted to any tenants of the Building pursuant to leases which have been executed as of the Effective Date (collectively, the Right “Superior Rights”); and (ii) Tenant’s right of first refusal shall not be exercisable by Tenant during the last two (2) years of the initial Expansion Space Term (and the First Refusal Period shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease be shortened to be the day immediately preceding such 2-year period) unless either (A) as of the Premisesdate Landlord delivers to Tenant the applicable First Refusal Notice or Alternative First Refusal Notice, as applicable (as defined below), Tenant has previously and properly exercised its first Extension Option for the first (1st) Option Term pursuant to Section 8 above, or (B) if at the assignee under a full time that Tenant exercises its right of first refusal pursuant to this Section 9, Tenant also exercises its Extension Option for the first (1st) Option Term pursuant to Section 8 above; provided, however, that in the case of clause (B) hereinabove, both of Tenant’s right of first refusal and Extension Option for the first (1st) Option Term must be exercised (1) concurrently by Tenant and (2) on or a partial assignment before the date that is nine (9) months prior to the expiration of the Lease, have any right to exercise a Right of First Refusal granted in this LeaseExpansion Space Term.