Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effectPrior to entering into any contractual obligation pursuant to which SALIX or any AFFILIATE grants, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Leaselicenses or transfers to any THIRD PARTY any right to market, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have sell or promote a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space GRANULATED MESALAMINE PRODUCT in the Complex then owned by Landlord or Landlord's Affiliate (collectivelyTERRITORY, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord SALIX shall notify Tenant EISAI in writing (the "Availability Notice"an “OFFER NOTICE”). EISAI shall notify SALIX in writing (a “RESPONSE NOTICE”) at least ten (10) months in advance within [*] days after receipt of the expected date upon OFFER NOTICE whether or not it wishes to negotiate with SALIX an agreement pursuant to which EISAI would market, sell or promote such GRANULATED MESALAMINE PRODUCT. If the ROFR Space will become availableRESPONSE NOTICE states that EISAI wishes to negotiate such an agreement, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord SALIX and Tenant EISAI shall negotiate in good faith for a period of fifteen (15) [*] days (after receipt of the "ROFR Negotiation Period") after RESPONSE NOTICE the date terms of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlordan agreement. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant PARTIES are unable to agree on the lease terms for the ROFR Space reach an agreement within such fifteen (15) day [*]-day period, thereupon Landlord as the same may be extended by mutual agreement of the PARTIES, then SALIX (or its AFFILIATE) may, at within [*] days after the end of such negotiation period, enter into an agreement with any time during THIRD PARTY pursuant to which such THIRD PARTY [*] Confidential treatment requested; certain information omitted and filed separately with the one hundred eighty SEC. would market, sell or promote such GRANULATED MESALAMINE PRODUCT; provided that the material economic terms of such THIRD PARTY agreement are no less favorable, in the aggregate, than those last offered by EISAI. If SALIX (180or its AFFILIATE) day period following the expiration of the ROFR Negotiation Periodfails to enter into an agreement with a THIRD PARTY within such [*]-day period, lease all then SALIX and its AFFILIATES may not enter into any agreement granting, licensing or any portion of the ROFR Space which was the subject of the Availability Notice transferring to any third party on terms and conditions no more favorable THIRD PARTY any right to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to market, sell or promote a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing GRANULATED MESALAMINE PRODUCT without complying again with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate all of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied6.19. If EISAI fails to deliver a RESPONSE NOTICE within the required [*]-day period, or if the RESPONSE NOTICE states that EISAI does not wish to negotiate such an agreement, then SALIX shall be free to enter into an agreement granting, licensing or transferring to any THIRD PARTY the right to market, sell or promote such GRANULATED MESALAMINE PRODUCT.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty term of this Agreement Franchisee receives a bona fide offer to purchase the Franchised Business, which offer Franchisee is willing to accept, Franchisee must give Franchisor written notice of the terms of the offer and the name of the offeror. Franchisor may elect to purchase the Franchised Business on the same terms as contained in the offer within sixty (18060) day period following business days after Franchisor’s receipt of the offer, except that in place of any non-cash consideration described in such offer, Franchisor may pay the fair market value thereof in cash. If Franchisor fails to give written notice of election or declines election within the sixty (60) business days, Franchisee may sell to the offeror on the terms offered, subject to the provisions relating to transferability as set forth on this Section 5, provided that such sale must be consummated within ninety (90) calendar days after the expiration of such sixty (60) business day period; otherwise the ROFR Negotiation Periodrestrictions of this Section 5.6 shall be renewed and any sale or transfer by franchisee of its interest in this Agreement, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable whether to such third party than offeror or other individual or entity, shall again be subject to the final terms offered restrictions of this Section 5.6. In the event Franchisor elects to purchase, the purchase must be completed within ninety (90) calendar days from the date of Franchisor’s notice of election to purchase. For purposes of this Section 5.6, the term “fair market value” of any non-cash consideration shall mean the fair market value of such property as determined by Landlord agreement of Franchisee and Franchisor; provided, however, that if the parties are unable to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party reach such agreement within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five sixty (560) business days within which after Franchisor’s receipt of the offer, then the fair market value of such property will be determined by one appraiser chosen by the parties, who will determine the value of such property. In the event that the parties are unable to accept agree upon such offeran appraiser, the parties agree that the Woodland Hills, California, United States office of the American Arbitration Association (“AAA”) will be employed to chose an appraiser and such person will determine the fair market value for these purposes. In the event the appraisal process is utilized, the party whose valuation of such property less closely approximated the value pursuant to the above-described appraisal process, measured by dollar amounts and not percentages, will pay all costs of the appraisal process. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation delay caused by such appraisal process or the parties’ disagreement over the fair market value of any non-cash property will extend the period in a certificate of Landlord or Landlord's Affiliate as which Franchisor is to whether the provisions of act under this Section have been satisfied5.6 by that number of calendar days equal to the period of the delay.

Right of First Refusal. Provided that at Subject to the time Tenant exercises its rights under this Section 10.18: (iright(s) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%any tenant(s) of the r.s.f Building existing on the date of this Lease to lease the "Additional Premises" (as defined below) or any portion of the Additional Premises, then and provided Tenant has continuously occupied the Premises and is not in default under any terms and conditions of this Lease as of the date Tenant notifies Landlord of its desire to exercise its "Right of First Refusal" (as defined below), and so long as no event has occurred but for the passage of time or the giving of notice, or both, that would constitute a default under this Lease which has not been cured or waived, during the first five (5) lease years Tenant shall have a continuing right of first refusal (the "ROFRRight of First Refusal") to lease rent any office, research or laboratory contiguous space in which comprises more than 7,500 rentable square feet and which is situated no lower than the Complex then owned by Landlord or Landlord's Affiliate twelfth (collectively, 12/th/) floor and no higher than the twentieth (20/th/) floor of the Building (the "ROFR SpaceAdditional Premises"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant subject to the terms and conditions set forth below. Prior to entering into any lease or other agreement with a third party with respect to the Additional Premises during the first five (5) years of the initial lease(s) thereof or Term, Landlord will give Tenant written notice (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Landlord's Notice") at least ten (10) months in advance of the expected date terms upon which a third party is willing to rent the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Additional Premises. Tenant promptly after must notify Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have in writing within ten (10) business days within which to send to Landlord notice of the exercise of after Tenant's ROFR receipt of Landlord's Notice whether Tenant desires to exercise its Right of First Refusal. Tenant's Right of First Refusal may only be exercised as to the entire Additional Premises and on the same terms as offered by Landlord to the third party. If Tenant does not notify Landlord of its election to exercise its Right of First Refusal for the Additional Premises within the ten (the "ROFR Notice")10) business day period described herein, in which event Landlord then Tenant will be deemed to have waived and Tenant shall negotiate in good faith for a period elected not to exercise its Right of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice First Refusal with respect to the Additional Premises, and Landlord may enter into a lease or other agreement with any third party for the Additional Premises on the same terms by which Tenant would lease the ROFR Space from and conditions set forth in Landlord's Notice. If Tenant fails or refuses to send the ROFR Notice or However, if Landlord and Tenant are unable to agree does not enter into a lease or other agreement with a third party for the Additional Premises on the lease same terms for the ROFR Space and conditions set forth in Landlord's Notice within such fifteen six (156) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following months after the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-said ten (10) business day period, or if Landlord proposes intends to offer the ROFR Space for enter into a lease to with a third party for the Additional Premises on terms materially different from the terms and conditions more favorable set forth in Landlord's Notice, then Landlord must first give Tenant a new Landlord's Notice and another opportunity to exercise its Right of First Refusal in accordance with this Section 21.21. If Tenant elects to exercise its Right of First Refusal and so notifies Landlord within such third party than ten (10) business day period, then Tenant will accept the final Additional Premises in "AS-IS" condition and subject to the same terms and conditions as offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, including the payment of Rent, except that (i) the term "Premises" for all purposes of this Lease will thereafter include the Additional Premises, (ii) the numerator of Tenant's Proportionate Share will increase by the amount of rentable square feet contained within the Additional Premises, (iii) Tenant's Lease of the Additional Premises will be coterminous within the Term of this Lease, including any extensions of the Term; and (iv) on or before taking possession of the Additional Premises Tenant shall have five will cause the Security Deposit (5be it cash or the Letter of Credit) business days within which to accept such offer. Any person dealing be increased by an amount equal to sixty percent (60%) of the cost of any tenant improvements in the Additional Premises to be performed or paid for by Landlord; provided, however, if Tenant's stock is publicly traded as of the date Tenant takes possession of the Additional Premises, and so long as Tenant has satisfied the requirements of Section A of Article VI of the Lease Information Summary with ROFR Space may without further inquiry conclusively rely upon respect to cash or cash equivalents, then instead of increasing the Security Deposit as described above, Tenant shall, on or before the date Tenant takes possession of the Additional Premises, deposit with Landlord a representation new Letter of Credit in a certificate of Landlord or Landlord's Affiliate as to whether conformity with the terms and provisions of this Section have been satisfied4.2 above and in an amount equal to the product of Eleven and 40/100 Dollars ($11.40) multiplied by the square footage of the Additional Premises being leased by Tenant on the date Tenant takes possession of the Additional Premises, which Letter of Credit shall be reduced in the same manner described in Section A of Article VI of the Lease Information Summary.

Right of First Refusal. Provided Landlord hereby grants to the Tenant originally named herein (the "Original Tenant"), and any "Permitted Transferee," as that at term is set forth in Section 14.8 of this [***] Confidential portions of this document have been redacted and filed separately with the time Commission. Lease, an on-going right of first refusal during the initial Lease Term with respect to the 13520 Building (the "Refusal Space"). Notwithstanding the foregoing, such right of first refusal shall be subordinate to all rights of which are set forth in leases of space in the Project as of the date hereof (the "Superior Rights"), including any renewal, extension or expansion rights set forth in such leases. The holders of any such Superior Rights shall be referred to herein collectively as the "Superior Right Holders"). The Superior Right Holders and their Superior Rights are set forth on Exhibit A-1, attached hereto. Tenant exercises its rights under this Section 10.18: acknowledges and agrees that Superior Rights need not be exercised strictly pursuant to their terms, provided that (i) this Lease remains no expansion right which is a Superior Right shall be for a materially more space than is set forth in full force and effectthe Superior Right as written, (ii) there no renewal right shall be for materially longer term than is not then outstanding an uncured Event of Default of Tenant under this Leaseset forth in the Superior Right as written, and (iii) Tenant and/or no new rights shall be granted which materially diminish Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premisesrights under this Lease. Tenant further acknowledges and agrees that, if a Superior Right Holder exercises a Superior Right, then Tenant shall have such Superior Right may be documented pursuant to a continuing lease amendment or a new lease. Tenant's right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may shall be extended or renewed pursuant to on the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant set forth in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied1.3.

Right of First Refusal. Provided that at During the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effectTerm, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant Stryker shall have a continuing right of first refusal ("ROFR") with respect to lease any office, research proposed transaction pursuant to which Osiris or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended its Affiliates would transfer, license or renewed pursuant otherwise provide a third party with any rights with respect to any Allograft or any other product or service of Osiris or any of its Affiliates for orthopaedic or spinal bone growth application (a “Covered Transaction”). Prior to Osiris or any of its Affiliates entering into any Covered Transaction, Osiris will provide Stryker with written notice of the Covered Transaction, including the identity of the other party to the Covered Transaction and the terms of the initial lease(s) thereof and conditions on which Osiris or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined its Affiliate is willing to enter into the Covered Transaction (a lease of such ROFR Space“Transaction Notice”). Landlord shall Stryker will notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become availableOsiris, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have within ten (10) business days within which to send to Landlord notice of after receiving the exercise of Tenant's ROFR Transaction Notice (the "ROFR Notice"“Review Period”), as to whether or not Stryker wishes to enter into a an agreement with Osiris or its Affiliate on the terms set forth in which event Landlord the Transaction Notice. If Stryker notifies Osiris that it wishes to enter into such agreement, then Osiris and Tenant shall negotiate Stryker will work in good faith to complete and execute definitive documentation for a period of fifteen such agreement within thirty (1530) business days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to notice from Stryker (the terms by which Tenant would lease the ROFR Space from Landlord“Documentation Period”). If Tenant either (i) Stryker notifies Osiris that it does not wish to enter into such agreement, (ii) Stryker fails or refuses to send notify Osiris by the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration end of the ROFR Negotiation Periodapplicable Review Period that it wishes to enter into such agreement or (iii) the parties do not complete and execute definitive documentation for such agreement within thirty (30) business days after the date of Stryker’s notice that it wishes to enter into such agreement; then, lease all or any portion in each of the ROFR Space which was the subject of the Availability Notice foregoing cases, Osiris or its Affiliate (as applicable) shall be free to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to enter into a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to Covered Transaction with a third party on terms and conditions that are no more favorable to such the third party than those set forth in the Transaction Notice. In no event will Osiris or any of its Affiliates enter into any agreement with a third party with respect to any matter for which Osiris is required to provide a Transaction Notice on terms that are more favorable to the third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation set forth in a certificate of Landlord or Landlord's Affiliate as Transaction Notice, unless Osiris provides Stryker with another Transaction Notice that sets forth such more favorable terms, which other Transaction Notice will be subject to whether the provisions of this Section have 7.1. Neither Osiris nor any of its Affiliates will enter into any agreement with a third party with respect to the subject matter of a Transaction Notice prior to the expiration of the applicable Review Period (or, if applicable, any applicable Documentation Period). *** Confidential information has been satisfiedomitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration Term of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by this Lease Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to shall receive a bona fide offer from a third party within such 180-day periodperson for the purchase of Landlord’s right, or if title and interest in and to the Leased Premises, which offer Landlord proposes shall desire to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Periodaccept, Landlord shall first re-offer the ROFR Space promptly convey to Tenant hereunder before Landlord may offer the ROFR Space to any third partyterms of such offer, and Tenant shall have five an irrevocable, ongoing right of first refusal and may, within fifteen (515) business Business Days thereafter, TIME BEING OF THE ESSENCE, elect to purchase Landlord’s right, title and interest in and to the Leased Premises from Landlord on the same terms as those set forth in such offer; provided, however, that (i) if the terms of such offer relate to Landlord’s right, title and interest in and to the Leased Premises and other property of Landlord, Tenant’s right to purchase shall be limited to Landlord’s right, title and interest in and to the Leased Premises only and, accordingly, the purchase price shall be prorated equitably to reflect that it only relates to Landlord’s right, title and interest in and to the Leased Premises, (ii) Tenant shall close its purchase within sixty (60) days within which of the date of its notice to Landlord electing to purchase Landlord’s right, title and interest in and to the Leased Premises, (iii) the Purchase Procedure shall apply to the conveyance of Landlord’s right, title and interest in and to the Leased Premises to Tenant herein and (iv) Tenant shall have no right of first refusal pursuant to this Paragraph 32 during any period that any Material Event of Default has occurred and is continuing. If Tenant shall not accept such offer within the time herein specified therefor, said right of first refusal shall cease to exist with respect to the offer in question and any other subsequent third party offer which offer price is at least ninety-eight percent (98%) of the offer previously submitted to Tenant and which new offer is submitted within twelve (12) months and closed within eighteen (18) months after Tenant’s rejection of the previously submitted offer, but this Lease shall continue otherwise on all the other terms, covenants and conditions in this Lease set forth. Any person dealing The right of first refusal as set forth in this Paragraph 32 shall be reinstated with ROFR Space may without further inquiry conclusively rely upon a representation respect to any subsequent offer that is not described in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedforegoing sentence.

Right of First Refusal. Provided that at the time Tenant exercises its Without limiting Lessee’s rights under this Section 10.18: (i) this Lease remains in full force and effectpursuant to Paragraph 38, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have Lessor hereby grants Lessee a continuing right of first refusal to lease the entirety of the third ("ROFR"3rd), fifth (5th) or “C” floors of the Building (any, the “ROFR Space”) which is currently available or later becomes available during the Term and any extension thereof (the “Right of First Refusal”). If Lessor receives a bona-fide good-faith offer from a prospective tenant (a “Prospective Tenant”) to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(sLessor shall give written notice to Lessee (the “ROFR Notice”) may be extended or renewed pursuant to the terms within five (5) days of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Spacethird-party offer. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant Lessee shall have ten (10) business days within which to send to Landlord notice from the receipt of the exercise of Tenant's ROFR (the "ROFR Notice")Notice to exercise, in which event Landlord and Tenant writing to the Lessor, the Right of First Refusal. If Lessee fails to notify Lessor of its intent to exercise the Right of First Refusal within the time frame described herein, Lessee shall negotiate in good faith for a period be deemed to have waived the Right of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice First Refusal with respect to that prospective tenant’s offer. If Lessee exercises the terms by which Tenant would Right of First Refusal, Lessee shall be required to lease the ROFR Space from LandlordSpace. If Tenant fails or refuses to send Lessee exercises its Right of First Refusal for any ROFR Space during the first twenty-four (24) months of the Lease term, the lease of the ROFR Notice or if Landlord and Tenant are unable to agree Space shall be on the lease same terms and conditions as set forth in this Lease. If Lessee exercises its Right of First Refusal for any ROFR Space after the first twenty four (24) months of the Lease term, the Monthly Rent and allowances for the ROFR Space within shall be the fair market value for comparable space in comparable office buildings in the surrounding area. Lessee’s rent for the ROFR Space shall commence when such fifteen space is available for occupancy or upon the substantial completion of the mutually agreed-upon improvements of such space (15) day periodexcepting any minor punch-list items), thereupon Landlord maysubject to a reasonable and mutually agreed upon schedule for completion of such improvements. The costs for the improvements to the ROFR Space shall be mutually agreed upon by the parties hereto. In the event the parties cannot agree on the Monthly Rent and allowances fair market value described in this Section, they shall agree to establish such rent by the method of arbitration described in Section 41. Lessee shall not have the right to exercise the Right of First Refusal at any time during that it is in default under the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedLease.

Right of First Refusal. Provided A. Commencing upon the Effective Date and ending on the date that at is the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) last day of the r.s.f twelfth (12th) month of the PremisesTerm, then Tenant shall have a continuing an ongoing right of first refusal ("ROFR"the “Right of First Refusal”) with respect to lease any officespace located in Building E (the “Refusal Space”); provided, research or laboratory however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the Complex then owned by Landlord or Landlord's Affiliate building commonly known as Building E of the Project and shown on the site plan attached hereto as Exhibit A-1 (collectively, the "ROFR Space"“Building E”), Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing tenant in the Refusal Space (the “Prospect”), who has proposed to lease the Refusal Space upon terms and conditions that Landlord is willing to accept, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) which may become available for lease after Tenant is in Default at the initial term of any lease(s) for time that Landlord would otherwise deliver the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or Advice; (b) which may become available for lease upon the expiration Premises, or termination of lease(s), including extensions and renewals any portion thereof, entered into by is sublet at the time Landlord after would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant has failed is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declined declines to enter into a lease of such ROFR the Refusal Space. , Landlord may lease the Refusal Space to the Prospect and shall notify not be required to provide another Advice to Tenant in writing (if the "Availability Notice") at least ten (10) months in advance of the expected date terms upon which Landlord is willing to lease the ROFR Refusal Space will become availableto such Prospect change; provided, provided however, that if ROFR Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to such Refusal Space becomes available due and Landlord, before leasing such Refusal Space to a termination such Prospect, shall provide Tenant with written notice advising Tenant of a the terms under which Landlord is prepared to lease for ROFR such Refusal Space prior to such Prospect, whereupon Tenant may lease the stated termination of a lease for ROFR Refusal Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware in its entirety only, under such terms, by delivering written notice of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send exercise to Landlord notice of the exercise of Tenant's ROFR within five (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (155) days (the "ROFR Negotiation Period") Business Days after the date of such ROFR Notice with respect to the terms by which Tenant would lease second Advice. For purposes hereof, the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during another party (the ROFR Negotiation Period“Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord shall first re-offer using a commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the ROFR Space to Tenant hereunder before Landlord may offer Refusal Space, including, without limitation, the ROFR Space to length of the term, the net rent, any third partybase year, any tax or expense escalation or other financial escalation, and Tenant shall have five any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon whether in the form of an expansion option, a representation in a certificate right of Landlord first offer or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedrefusal, or any similar right).

Right of First Refusal. Provided In the event that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation PeriodLease Term, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to Lessor receives a bona fide written offer from a third party unaffiliated with Lessor for the lease to such party of space on the second floor of the Building other than the Leased Premises (the "OFFER Space"), which offer Lessor intends to accept on the terms set forth in such offer (or which Lessor has accepted expressly subject to Lessee's rights under this Paragraph 3), Lessor shall give written notice (the "OFFER NOTICE") to Lessee, together with a copy of such written offer received by Lessor. Provided that (i) no Event of Default then exists and (ii) the named Lessee is then occupying the entire Leased Premises, Lessee shall have the right to lease the space identified in the Offer Notice for a term commencing on the date on which Lessor delivers possession thereof to Lessee, and ending on the last day of the Lease Term, and otherwise on the terms set forth in the Offer Notice, by giving written notice of exercise ("LESSEE'S EXERCISE NOTICE") to Lessor within ten (10) days after Lessor gives the Offer Notice to Lessee. If Lessee exercises its right under this Paragraph 3 to lease such space, then such space shall become subject to all of the terms of this Lease except that to the extent to which the terms set forth in the Offer Notice (including Base Rent and concessions) are inconsistent with any of the terms of this Lease, the terms set forth in the Offer Notice shall apply to such space; provided, however, that in all events the Lease Term with respect to the Offer Space shall be co-terminus with the Lease Term with respect to the remainder of the Leased Premises. In the event that Lessee, for any reason whatsoever, fails or refuses to give Lessee's Exercise Notice within such 18010-day period, or Lessee shall be deemed to have waived its rights under this Paragraph 3 with respect to the Offer Space for the remainder of the Lease Term; provided, however, that if Landlord proposes has not, within seven (7) months after Landlord gave the Offer Notice to offer Lessee, entered into one or more leases covering such Offer Space on terms not substantially more favorable to the ROFR lessee thereunder than the terms set forth in the Offer Notice, Lessor shall be required to re-commence the process described in this Paragraph 3 prior to entering into any lease of the Offer Space for lease (or such unleased portion thereof) to a third party party. In the event that the Offer Space does not include the entire remainder of the second floor, Lessee's rights under this Section shall apply separately with respect to each portion of the second floor, but Lessee shall have only one opportunity to exercise the right herein granted with respect to any specific portion of such space on the second floor of the Building. Any space which is subjected to the terms of this Lease pursuant to this Paragraph 3 shall be delivered broom clean but otherwise in its "as is" condition except as otherwise set forth herein. Effective upon the date on which Lessor delivers possession to Lessee of any space which is subjected to the terms of this Lease pursuant to this Paragraph 3, such space shall be deemed to be part of the Leased Premises, subject to all of the terms, provisions and conditions more favorable set forth in this Lease (except as otherwise provided above in this Paragraph 3), and Lessee's Proportionate Share shall be appropriately modified. Notwithstanding the foregoing, each party to such third party than this Lease shall, upon request of the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third other party, execute an amendment to this Lease setting forth the rentable area of the Offer Space, the date on which it becomes subject to this Lease, the Base Rent to be paid therefor, and Tenant shall have five (5) business days within which Lessee's Proportionate Share as adjusted to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate reflect the addition of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedOffer Space.

Right of First Refusal. Provided that at (a) With respect to each purchase after the time Tenant exercises its rights under this Effective Date until the conclusion of the Term (as defined in Section 10.18: 2) by one or more of the FedNat Insurance Companies of each layer (i) this Lease remains in full force and effecteach, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%a “Reinsurance Coverage Layer”) of their annual property catastrophe excess of loss reinsurance program (the r.s.f of the Premises“CAT Reinsurance Program”), then Tenant PIH shall have a continuing right of first refusal ("ROFR"each, a “Right of First Refusal”) to lease sell through any officeof its insurance company subsidiaries a maximum of seven and one-half percent (7.5%) of annual in force limit of any and each Reinsurance Coverage Layer so purchased by the FedNat Insurance Companies (the “ROFR Reinsurance Maximum”); provided, research or laboratory space that in no event shall PIH have the right to exercise a Right of First Refusal such that, immediately after the exercise thereof, PIH and its affiliates collectively would have an annual aggregate in force amount of all reinsurance coverage sold to the FedNat Insurance Companies, in the Complex then owned aggregate, of greater than Fifteen Million and No/100 Dollars ($15,000,000.00) (the “Reinsurance Limit”). Each sale by Landlord PIH pursuant to a Right of First Refusal shall be documented under the corresponding Firm Order Terms or Landlord's Affiliate Modified Firm Order Terms, as applicable (each as defined below), and subject in every case to: (I) the terms, conditions, and requirements of all applicable regulations, rules, and laws (including, without limitation, the applicable regulations and laws of the State of Florida) (collectively, the "ROFR Space"), “Applicable Laws”) (a) which may become available for lease after the initial term it being acknowledged and agreed that PIH has no right to exercise a Right of First Refusal or to sell reinsurance to any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed FedNat Insurance Company pursuant to this Agreement if doing so would violate any Applicable Laws); and (II) the other terms and conditions of this Section 1. All reinsurance sold by PIH pursuant to a Right of First Refusal shall be memorialized by an agreement in such form and subject to such terms and conditions as are customary in the initial lease(s) thereof or property and casualty insurance industry (b) which may become available for lease upon the expiration or termination of lease(seach, a “Reinsurance Agreement”), including extensions and renewals thereof, . If any Reinsurance Agreement is entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space PIH prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware conclusion of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability NoticeTerm, Tenant shall have ten (10) business days within which to send to Landlord notice but the term of the exercise of Tenant's ROFR applicable Reinsurance Agreement (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15“Reinsurance Period”) days (the "ROFR Negotiation Period") otherwise ends after the date conclusion of the Term, then such ROFR Notice Reinsurance Agreement shall remain in full force and effect after the Term in accordance with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration provisions of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedapplicable Reinsurance Agreement.

Right of First Refusal. Provided that at Subject to the time terms and conditions set forth below and subject to the existing prior rights of tenants and such tenants’ rights to extend with respect to such spaces, Tenant exercises its rights under this Section 10.18: shall have an ongoing “Right of First Refusal” for the 4,346 rentable square foot space adjacent to the Premises as more particularly shown on Exhibit A (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event the “ROFR Space”). Any lease to Tenant of Default of Tenant under the ROFR Space shall be for a term which shall be coterminous with this Lease, and provided that if the Third Party Offer (iiidefined below) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) is for a period in excess of the r.s.f then-remaining Term (or initial Extension Term), then Tenant’s right to exercise the Right of First Refusal for such ROFR Space shall be contingent upon Tenant effectively exercising its Extension Option set forth in Section B above upon the terms and conditions set forth in Section B at the same time as it exercises such Right of First Refusal, and the term of the Premises, then Tenant ROFR Space shall have be coterminous with the expiration of the applicable Extension Term (as defined in Section B above). If Landlord receives a continuing right of first refusal bona fide written offer ("ROFR"“Third Party Offer”) to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(sand if Landlord desires to accept the Third Party Offer, it shall first make a written offer to Tenant (the “ROFR Notice”) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease same terms as the Third Party Offer (except that the term of such ROFR Space. Space shall be as set forth in this Section D) and any improvements contributed by Landlord shall notify be pro-rated to account for any variance in the length of term. The ROFR Notice to Tenant in writing (shall specify the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease rent for ROFR Space prior to the stated termination of a lease for such ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space and all other material terms and conditions which will apply to such ROFR Space. Upon In the event the Third Party Offer includes space or property in addition to the ROFR Space, the ROFR Notice shall reasonably eliminate such additional space and adjust or prorate financial terms to cover only the ROFR Space and the ROFR Notice shall disclose such modifications. Tenant will notify Landlord within five (5) Business Days of Tenant’s receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (Notice if Tenant wishes to lease such ROFR Space from Landlord on the "terms and conditions so specified. If Tenant notifies Landlord that it wishes to lease the ROFR Notice")Space, in which event Landlord and Tenant shall negotiate execute an amendment to the Lease incorporating the ROFR Space into the Premises upon the terms contained in good faith for a period of the ROFR Notice within fifteen (15) days (following the "ROFR Negotiation Period") after later of the date of giving of Tenant’s Notice or the date a draft of the amendment is first delivered by Landlord to Tenant. If Tenant fails to notify Landlord within said five (5) Business Day period that Tenant intends to lease such ROFR Space, or fails to simultaneously exercise an Extension Option if required as aforesaid, or fails to execute the aforesaid amendment within fifteen (15) days following the later of the date of giving of Tenant’s Notice or the date a draft of the amendment is first delivered by Landlord to Tenant (or, if later, within five (5) business days following Tenant’s receipt from Landlord of an execution version of such amendment incorporating the terms contained in the ROFR Notice) (the “ROFR Waiver Date”), Tenant shall be deemed to have waived its rights with respect to the terms by which Tenant would lease ROFR Space for a period of one (1) year from the ROFR Space from Landlord. If Tenant fails or refuses Waiver Date and Landlord shall be entitled to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third partyparty or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and Tenant shall have five (5) business days within which to accept for such offerrent as Landlord determines all in its sole discretion. Any person dealing with Following the expiration of the one-year period following any ROFR Waiver Date, the ROFR Space may without further inquiry conclusively rely upon a representation shall again be subject to Tenant’s Right of First Refusal in a certificate of Landlord or Landlord's Affiliate as accordance with and subject to whether the provisions of this Section D. Notwithstanding any contrary provision of this Section or any other provision of this Lease, any Right of First Refusal and any exercise by Tenant of any Right of First Refusal shall be void and of no effect unless on the date Tenant notifies Landlord that it is exercising the Right of First Refusal and on the commencement date of the amendment for the ROFR Space (i) this Lease is in full force and effect and (ii) no default of Tenant has occurred under the Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) Tenant shall not have been satisfiedassigned this Lease (other than to an Affiliate), and there shall not be any sublease or subleases in effect as of the commencement of the term of the Lease for any of the ROFR Space as of the date of Landlord’s notice of the ROFR Space availability and (iv) if such ROFR Notice is delivered prior to any exercise by Tenant of the Early Termination Option set forth in Section E below, Tenant shall waive such Early Termination Option in writing. Additionally, the Right of First Refusal shall not apply to any Third Party Offer which is for a term which exceeds the Term of this Lease and any remaining exercisable Extension Options, and Landlord shall have no obligation to provide Tenant with notice of any such Third Party Offer.

Right of First Refusal. Provided that at the time Tenant exercises its rights Landlord (including Landlord's affiliates, successors and assigns and all other successors in title, except as provided in Paragraph III hereof) agrees it shall, so long as there does not then exist any uncured, continuing Event of Default under this Section 10.18: Lease or in any lease of Tenant in the Park (i) the "Tenant Park Leases"), and this Lease remains is then in existence and in full force and effect, (ii) there so long as Tenant is not then outstanding an uncured Event of Default of Tenant under this Leaseleasing, and (iii) Tenant and/or Tenant's Affiliates are occupying including subleasing, at least seventy-five one hundred percent (75100%) of the r.s.f Building and one hundred percent (100%) of all buildings under the Tenant Park Leases, and so long as such Right of First Refusal has not been terminated in accordance with this Exhibit "Q", at the time such Right of First Refusal is exercisable, grant the right to lease either or both of the Premises, then Tenant proposed Building No. 2 and Building No. 1 (the size and footprint of the Expansion Building(s) shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space be as specified in the Complex then owned Triggering Proposal generally as shown on a site plan prepared by Landlord or Landlord's Affiliate Symmes, Maini & McKex Xxxociates, Inc. titled "The Gutixxxxx Xxxpany, Bedford Woods, Bedford, MA, dated February 4, 1999, as revised through November 8, 2000 and November 10, 2000, Drawings C1.1, C2.1, C2.2, C3.1, C3.2, C4.1, C4.2, C5.1, C5.2, C6.1, C6.2, C6.3 and C6.4, attached as Exhibit "A" to this Lease (collectively, the "ROFR SpaceExpanded Buildings Site Plan"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, or such other size and footprint as any of is agreed upon by Landlord and such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(sother prospective tenant), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability NoticeExpansion Building(s)") at least ten (10) months on the same terms and conditions as those set forth in advance of a proposal from Landlord to another prospective tenant, which has been accepted by that prospective tenant, or on the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination basis of a lease letter of intent from another prospective tenant, which has been accepted by Landlord for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability either or both of such ROFR SpaceBuilding(s) (the "Triggering Proposal"). Upon receipt Such right is to be exercised by written notice from Tenant of an Availability Notice, Tenant shall have to Landlord accompanied by a Five Hundred Thousand Dollar ($500,000.00) Deposit within ten (10) business days within which to send to of Landlord providing Tenant with notice of such prior offer to lease such Expansion Building(s) or portion thereof accompanied by a copy of the accepted proposal or letter of intent for such Expansion Building(s). In the event that the Expansion Building(s) which is the object of the accepted proposal or letter of intent is Building No. 1 and Tenant has not previously exercised its option or right of refusal for Building No. 2, then Tenant's exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant this right of first refusal shall negotiate in good faith be for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from LandlordBuilding No. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period0 xxxxxx xxxx Xxxxxxxx Xx. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied0.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) So long as this Lease remains is still in full force and effect, if within one hundred twenty (ii120) there days following the Date of this Lease Landlord shall receive a bona fide written offer from a third party (a “Prospect”) to lease any available space on the first (1st) floor of the Building which Landlord intends to accept, or if Landlord shall make a bona fide written offer to a Prospect to lease any available space on any such floor of the Building which is not then outstanding acceptable to such Prospect, Landlord shall so notify Tenant (the “ROFR Notice”) identifying the space (the “ROFR Space”) Landlord proposes to lease to the Prospect and Tenant may, by giving notice to Landlord (the “ROFR Acceptance”) within five (5) Business Days after receipt of the ROFR Notice, irrevocably elect to lease the ROFR Space. If Tenant shall have so elected to lease the ROFR Space, it shall, within ten (10) days after submission by Landlord, enter into an uncured Event of Default of Tenant under amendment to this Lease, which shall be in a commercially reasonable form prepared by Landlord, confirming the lease of such ROFR Space to Tenant on the terms and conditions then and thereafter applicable to the Premises initially demised hereunder. If (iiia) Tenant and/or Tenant's Affiliates are occupying at least seventy-shall not elect to lease the ROFR Space within the aforesaid five percent (75%5) Business Day period, or (b) if Landlord shall not, within one hundred twenty (120) days following the Date of this Lease, receive a bona fide written offer from a Prospect to lease any available space on the first (1st) floor of the r.s.f Building which Landlord intends to accept, or (c) if Landlord shall not, within one hundred twenty (120) days following the Date of this Lease, make a bona fide written offer to a Prospect to lease any available space on any such floor of the PremisesBuilding which is acceptable to such Prospect, then Tenant shall have a continuing right of first refusal ("ROFR") no further rights under this Section 2.5 and Landlord shall thereafter be free to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term all of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR SpaceProspect or to any other third party on such terms as Landlord shall determine, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware it being agreed that time is of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which essence with respect to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of ’s rights under this Section have been satisfied2.5.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing The following right of first refusal shall become effective only upon the first date on which both of the following have occurred ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "“ROFR Space"), Effective Date”): (a) which may become available for lease after the initial term earlier of any lease(s(i) for the ROFR Space, as any satisfaction and discharge of such lease(sall of the outstanding 8 5/8% Senior Secured Notes due 2018 (the “Notes”) may be extended or renewed pursuant to the terms and conditions of the initial lease(sIndenture, dated as of January 25, 2011, by and between the Exide and Xxxxx Fargo Bank, National Association or (ii) thereof or the repayment of such Notes in full at maturity and (b) which may become available for lease upon the expiration or earlier of (i) the termination of, and repayment in full of lease(sall obligations under, the Credit Agreement, dated as of January 25, 2011 (the “Credit Agreement”), including extensions by and renewals thereofamong Exide Technologies, entered into by Landlord after Tenant has failed Exide Global Holding Netherlands C.V., various financial institutions named therein, and Xxxxx Fargo Capital Finance, LLC, as administrative agent or declined to enter into a lease (ii) the amendment, restatement or replacement of such ROFR SpaceCredit Agreement such that this right of first refusal is permitted thereunder. Landlord shall notify Tenant in writing During the five (the "Availability Notice"5) at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day year period following the expiration ROFR Effective Date, if a bona fide offer is received from a third-party prospective buyer for all or a portion of the ROFR Negotiation PeriodBowtie Parcel, lease then Exide shall notify the City in writing and offer the Bowtie Parcel to the City at the price and upon the same or better terms as named by the prospective buyer. City shall have thirty (30) days from receipt of such notice or until the City’s next regularly scheduled City Council meeting, whichever is longer, to consider this offer, and if the City accepts, City shall have one hundred and twenty (120) days to close. If the City does not exercise this right, Exide shall then have the right to sell all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable Bowtie Parcel to such third party than prospective buyer on the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on same terms and conditions more favorable as contained in the bona fide offer delivered to such third party than the final terms offered City. The City may shorten or eliminate any applicable time periods in this paragraph by waiving or declining in writing to Tenant during exercise the ROFR Negotiation Period, Landlord shall City’s right of first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant refusal. The City shall have five (5) business days within which the right to accept such offerassign its right of first refusal to the EDC and/or the CDC. Any person dealing with ROFR Space may without Exide further inquiry conclusively rely upon agrees to consider in good faith any offer by the Frisco Parties, from time to time, to purchase all or a representation in a certificate portion of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedBowtie Parcel.

Right of First Refusal. Provided Lessee is not in default under the Lease, and provided further that Lessee meets or exceeds the Net Worth Threshold (as hereinafter defined), Lessee shall have an ongoing right of first refusal on all vacant space in the Building (the “ROFR Space”), subject to the provisions set forth in this Paragraph 46. Lessor represents and warrants that as of the date of this Lease, there are no existing rights as to the ROFR Space. Upon receipt of written notice from Lessor (“ROFR Notice”) that a third party has made a bona fide offer to lease any of the aforementioned ROFR Space that Lessor desires to accept, Lessee shall respond to Lessor within seven (7) days after receipt of the ROFR Notice whether it intends to lease the ROFR Space upon the terms of this Lease (including the Base Rent and additional rent in effect for the Premises at the time Lessee receives the ROFR Notice), except that any improvement costs or allowances, free rent and other concessions provided for with respect to the initial Premises shall be adjusted on a pro rata basis to reflect a shorter term for such ROFR Space as compared with the term for the initial Premises. If Lessee indicates that it will not lease such ROFR Space offered, or otherwise fails to notify Lessor within such seven (7) day period that Lessee will lease such ROFR Space at such terms, then Lessor may proceed to lease it to such third-party and Lessee shall have waived its right of first refusal as to such portion of the ROFR Space set forth in the ROFR Notice, but Lessee’s right of first refusal shall remain in effect for the remaining vacant ROFR Space in the Building. If Lessee indicates that it will lease such ROFR Space upon the terms of this Lease, then Lessee’s response must include an audited financial statement, and such other financial documentation as is reasonably acceptable to Lessor, that shows that Lessee has a tangible net worth of no less than $75,000,000.00 for the first 25,000 rentable square feet in the ROFR Space (with such $75,000,000.00 adjusted proportionately if the ROFR Space is less than or greater than 25,000 rentable square feet), and for any ROFR Space in excess of Tenant’s initial 25,000 rentable square foot expansion, Tenant exercises must satisfy the foregoing $75,000,000.00 in tangible net worth for every 25,000 rentable square feet plus demonstrate to Landlord that Tenant produced a positive EBITDA for the two consecutive quarters directly preceding the date Lessee receives a ROFR Notice (the “Net Worth Threshold”). If Lessee does not satisfy the Net Worth Threshold, or otherwise fails to include the foregoing financial documentation with its rights under this Section 10.18: (i) this Lease remains in full force and effectnotice to Lessor, (ii) there is then Lessee shall not then outstanding an uncured Event be permitted to exercise its right of Default first refusal with respect to such ROFR Space offered. If Lessee indicates that it will lease such ROFR Space upon the terms of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of Lessee satisfies the r.s.f of the PremisesNet Worth Threshold, then Tenant Lessee and Lessor shall have a continuing right execute an amendment to this Lease for such ROFR Space within ten (10) business days after Lessee notifies Lessor of first refusal ("ROFR") its intention to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord The term for the ROFR Space shall notify Tenant be coterminous with the term of this Lease with respect to the then-existing Premises, provided, however, in writing the event that there are less than ten (10) years remaining on the "Availability Notice") then-current Lease term at the time Lessor delivers the ROFR Notice to Lessee, then Lessee’s exercise of its right to lease any such ROFR Space shall be contingent upon Lessee extending the term of this Lease so that at least ten (10) months in advance full years remain after the commencement of Lessee’s lease of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt Any such extension of this Lease required by Tenant this Paragraph 46 shall be governed by the terms and conditions of an Availability Noticethis Lease. Notwithstanding anything in this Paragraph 46 to the contrary, Tenant shall not have ten (10) business days within which the right to send to Landlord notice exercise its right of first refusal if the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion addition of the ROFR Space which was to the subject then-current Premises would cause Tenant to occupy more than thirty-three percent (33%) of the Availability Notice to any third party on terms and conditions no more favorable to such third party than rentable square footage in the final terms offered by Landlord to Tenant during Project (the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period“Occupancy Cap”); provided, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Periodhowever, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant stipulate that an addition to the current Premises of up to 25,000 rentable square feet shall have five (5) business days within which not be deemed to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether exceed the provisions of this Section have been satisfiedOccupancy Cap.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: Subject and subordinate to (i) the rights of all tenants at the Building under existing leases as of the Effective Date and (ii) the herein reserved right of Landlord to renew or extend the term of any lease with the tenant now occupying the ROFR Space (as defined below) (or any of its affiliates, subtenants or assignees), whether pursuant to a renewal or extension option in such lease or otherwise and provided that (a) this Lease remains is in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord effect and Tenant shall negotiate in good faith for a period of fifteen (15) days (is occupying the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails entire Premises and has not assigned or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease sublet all or any portion of the Premises except to a Related Entity; (b) no material adverse change in Tenant’s financial condition has occurred; and (c) no Default exists under this Lease either on the date Tenant exercises its right of first refusal or as of the time possession of the ROFR Space which was is delivered to Tenant, Landlord hereby grants to Tenant a one-time right of first refusal (the subject “ROFR”) with respect to Suite 980 located on the ninth (9th) floor of the Availability Building and further identified in Exhibit F attached hereto (the “ROFR Space”). If Landlord receives a bona fide written proposal from a third party for all or a portion of the ROFR Space that is acceptable to Landlord (“Proposal”), Landlord shall notify Tenant of such proposal in writing, providing a notice describing the business terms of the Proposal (i.e., rent, location of premises, size of premises, length of term, improvement allowance [if any]) (the “ROFR 47842-0001 NY\53603744.6 Notice”). Tenant shall have seven (7) business after the receipt of the ROFR Notice to any third party notify Landlord in writing of the exercise by Tenant of Tenant's ROFR with respect to all of the space identified in such ROFR Notice (the “Acceptance Notice”), which shall be on the same terms and conditions no more favorable and with respect to the entire space as designated in the ROFR Notice. If Tenant declines to take such ROFR Space or fails to so notify Landlord within such 7-business day period, then Landlord shall have the right to enter into a lease for such ROFR Space with a third party than and, except as set forth in the final terms offered following sentence, Tenant shall thereafter have no further rights under this Section 54. Notwithstanding the foregoing, in the event Landlord fails to enter into a lease with a third party of the applicable ROFR Space within 180 days afer Tenant rejects (or is deemed to have rejected the ROFR Notice), then the foregoing ROFR shall be reinstated. If Tenant properly exercises its ROFR in the manner and within the time period specified herein, then Landlord and Tenant shall enter into a written amendment delivered by Landlord to Tenant during within thirty (30) days after Landlord’s delivery of such amendment to Tenant, modifying and supplementing this Lease based on the business terms contained in the ROFR Negotiation PeriodNotice in form and substance reasonably acceptable to Landlord and Tenant. If Tenant fails to timely enter into such amendment, Landlord, at is option, may deem that Tenant has waived its ROFR under this Section 54, and Landlord has not leased shall have the right to enter into a lease with any third party for the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall thereafter have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without no further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of rights under this Section have been satisfied54. This ROFR is personal to Tenant and shall be void and of no further effect in the event of an assignment of the Lease or a sublease of substantially all of the Premises for substantially all of the remainder of the Term other than to a Related Entity.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord mayIf, at any time during the one hundred eighty Term (180as same may be extended), (a) day period following Sublandlord shall receive from any other party a bona fide offer, satisfactory to Sublandlord in its commercially reasonable discretion, to accept an assignment of Sublandlord’s interest as tenant under the expiration of Xxxxxxxxx, or (b) Sublandlord wishes to assign its interest as tenant under the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice Xxxxxxxxx to any third other party on upon material economic terms that have been negotiated with such party in a bona fide letter of intent or term sheet (an offer under the foregoing clause (a) or a letter of intent or term sheet under the foregoing clause (b) is referred to as an “Offer”), Sublandlord agrees to offer to Subtenant, by notice (“Sublandlord’s Notice”), the right to become the assignee of Sublandlord’s interest as tenant under the Xxxxxxxxx upon the same terms and conditions no more favorable as set forth in the Offer. Provided this Sublease shall then be in full force and effect and Subtenant shall not be in default hereunder beyond any applicable grace and notice period, Subtenant may exercise its right to become the assignee of Sublandlord’s interest as tenant under the Xxxxxxxxx by accepting Sublandlord’s offer in writing within ten (10) days after the date of Sublandlord’s Notice, in which event Sublandlord and Subtenant shall, subject to the consent of Overlandlord thereto being obtained by Sublandlord within ninety (90) days after the date of such third party than acceptance by Subtenant, enter into an assignment of the final Xxxxxxxxx reasonably acceptable to Sublandlord and Subtenant, to incorporate the terms offered by Landlord and conditions set forth in the Offer. In the event that Subtenant fails to Tenant during accept the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party offer contained in Sublandlord’s Notice within such 180-ten (10) day period, or if Landlord proposes Subtenant shall be deemed to offer have waived its rights under this Paragraph 26 to become the ROFR Space for lease assignee of Sublandlord’s interest as tenant under the Xxxxxxxxx, unless Sublandlord fails to a third party on terms and conditions more favorable assign its interest under the Xxxxxxxxx to such third other party than within six (6) months after the final terms offered to Tenant during the ROFR Negotiation Perioddate of Sublandlord’s Notice, Landlord in which event Subtenant’s rights under this Paragraph 26 shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedbe deemed reinstated.”

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord mayIf, at any time during on or before the one hundred eighty date that is three years from the date hereof, VTR desires to sell, assign, or otherwise transfer (180each, a "Transfer"), directly or indirectly, any or all of its shares of capital stock of CNT or any rights in connection therewith ("CNT Shares") day period following pursuant to a bona fide offer (the expiration "Bona Fide Offer") from any Person other than UIH, VTR or any of their respective Affiliates (the "Proposed Transferee"), it shall first submit a written offer (the "Offer") to Transfer such CNT Shares (the "Offered Shares") to the UIH Parties on the same terms and conditions as set forth in the Bona Fide Offer. The Offer shall set forth all material terms included in the Bona Fide Offer. The Offer shall provide that the UIH Parties shall be afforded the same rights to conduct a due diligence investigation as the Proposed Transferee, which investigation will begin as soon as possible after delivery of the ROFR Negotiation PeriodOffer. The Offer shall not include any terms not included in the Bona Fide Offer. The Offer shall further state that the UIH Parties may acquire, lease in accordance with the provisions of this Agreement, all or (but not fewer than all) of the Offered Shares on the terms and other conditions set forth therein. If any portion of the ROFR Space which was consideration offered in the Bona Fide Offer is not in cash, the value of such consideration shall be deemed for all purposes under this Agreement to be the value determined in accordance with an appraisal conducted by an independent appraiser agreed upon by UIH and VTR. No Transfer to an Affiliate of VTR (an "Affiliate Transferee") shall be permitted hereunder unless (i) such Affiliate Transferee shall first agree in writing to be bound by the terms of this Article 11, and (ii) Sellers guarantee to UIH performance of, and remain fully liable for any breach by, such Affiliate Transferee of its obligations as set forth in this Article 11. For purposes hereof, any event or circumstance that results in a change of control of VTR or an Affiliate Transferee shall be deemed a Transfer of CNT Shares subject to this Article 11. A change of control shall have occurred with respect to VTR or an Affiliate Transferee if at any time VTR or such Affiliate Transferee ceases to be controlled, directly or indirectly, by one or more members of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedVTR Control Group.

Right of First Refusal. Provided that at the time Landlord hereby grants to Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal with respect to each of the spaces situated on the eighteenth ("ROFR"18th) to lease any officeand nineteenth (19th) floors of the Building (each and all “First Refusal Space”). Notwithstanding the foregoing, research (i) such first refusal right of Tenant shall commence only following the expiration or laboratory space in the Complex then owned by Landlord or earlier termination of (i) that certain Office Lease dated August 8, 1991, as amended, between Landlord's Affiliate , as landlord, and Nossaman, Guthner, Xxxx & Xxxxxxx LLP, as tenant, (ii) that certain Office Lease dated October 8, 2009 between Landlord, as landlord, and Xxxxxxxx Xxxxx Xxxxxxxx Kaneda & Litt LLP, as tenant, (iii) that certain Office Lease dated August 10, 2006 between Landlord, as landlord, and Centerline Mortgage (formerly known as CharterMac Mortgage Capital Corporation), and (iv) that certain Office Lease dated December 28, 2010 between Landlord, as landlord, and Christie, Parker & Xxxx LLP, as tenant (items (i) through (iv), collectively, the "ROFR Space"“Superior Leases”), (a) which may become available for lease after the initial term of including any lease(s) for the ROFR Space, as any renewal or extension of such lease(s) may be extended Superior Leases, regardless of whether such renewal or renewed extension is pursuant to an express written provision in any such Superior Lease and regardless of whether any such renewal or extension is consummated strictly pursuant to the terms of the initial lease(s) thereof such express written provisions, or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined pursuant to enter into a lease amendment or a new lease, and (ii) such first refusal right shall be subordinate and secondary to all rights of such ROFR Spaceexpansion, first refusal, rights of first offer or similar rights previously granted to the above named tenants of the Superior Leases (the rights described in items (i) and (ii) above to be known collectively as “Superior Rights. Landlord shall notify Tenant represents that there are no other tenant rights superior to Tenant’s Right of First Refusal other than the Superior Rights described in writing (the "Availability Notice") at least ten (10) months in advance this Section 1.3. Tenant’s Right of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice First Refusal shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation set forth in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied1.3.

Right of First Refusal. Provided 21.01 In the event that from time to time during the Lease Term any space on the fourth (4th) or seventh (7th) floors of the Building or any other floor which is contiguous to any floor of the Premises from time to time (“Offer Space”), becomes available for leasing by Landlord and Landlord receives from a prospective tenant a bona fide offer to lease any portion of the Offer Space at a rent and upon other terms acceptable to Landlord, or Landlord makes a bona fide proposal to lease the Offer Space to a prospective tenant (in either case, a “ROFR Offer”), then, if at that time Tenant exercises its rights under this Section 10.18: (i) this the Lease remains is in full force effect and effect, (ii) there is not then outstanding an uncured no Event of Default has occurred and is then outstanding, Landlord shall give Tenant written notice of Tenant under this Leasethe ROFR Offer specifying the portion of the Offer Space, the rent and other material economic terms of the ROFR Offer, and Tenant shall then have the option to lease the Offer Space on the terms set forth in the ROFR Offer, provided that Tenant exercises the option to lease the Offer Space by giving Landlord written notice within ten (iii10) Tenant and/or days after Tenant's Affiliates are occupying at least seventy-five percent (75%) ’s receipt of Landlord’s notice of the r.s.f ROFR Offer, TIME BEING OF THE ESSENCE TO TENANT’S NOTICE. These rights shall only apply as to the entire portion of the PremisesOffer Space that is the subject of the ROFR Offer, then Tenant shall have and may not be exercised as to only a continuing right portion of first refusal ("ROFR") to lease any office, research or laboratory space the Offer Space set forth in the Complex then owned by Landlord or Landlord's Affiliate (collectively, ROFR Offer. If the "ROFR Space"), (a) which may become available for lease after offer pertains to the initial term Offer Space and also space that is not part of any lease(s) for the ROFR Space, if Tenant desires to exercise its rights to lease the Offer Space, it must do so as any of such lease(s) may be extended or renewed pursuant to the terms all of the initial lease(s) thereof or (b) space covered by the ROFR Offer, including the additional space which may become available for lease upon is not part of the Offer Space. After the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance days after Landlord gives the ROFR Offer, Tenant’s right to lease the Offer Space shall expire as to the Offer Space that was the subject of the expected date upon which the ROFR Space will become availableOffer only, provided howeverthat, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period days following the expiration of such ten (10) day period, Landlord shall be free to lease the Offer Space set forth in the ROFR Negotiation PeriodOffer to whomever Landlord wishes and on whatever terms it desires, lease all or any portion of unless within such one hundred eighty (180) day period, the ROFR Space net effective rent which was the subject of the Availability Notice Landlord is willing to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to accept from a third party within such 180-day period, or if Landlord proposes is less than 95% of the net effective rent offered to offer Tenant as set forth in the ROFR Space for Offer, in which event, prior to entering into a lease to with a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Periodmodified terms, Landlord shall first be obligated to re-offer the ROFR such Offer Space to Tenant hereunder before on the modified terms in accordance with the terms of this Section 21.01. Should Landlord may offer not lease the Offer Space within such one hundred eighty (180) day period, Landlord shall be obligated to once again comply with this Section 21.01 with respect to such Offer Space. The option once exercised by Tenant is irrevocable. If the option is exercised Landlord and Tenant shall enter into an amendment to this Lease reflecting the expansion of the Premises on the terms of this Section 21.01. If Tenant elects to lease the Offer Space pursuant to this Section 21.01, the terms of this Lease, including the obligation to pay Rent, shall commence as to the Offer Space as of the date which is (A) the earlier of: (1) the commencement date set forth in the ROFR Offer; or (2) the date when Tenant shall commence the conduct of its regular business in the Offer Space, if no tenant improvements are being performed by Landlord to the Offer Space to make the Offer Space ready for Tenant’s occupancy, or (B) the earlier of the date when Tenant shall commence the conduct of its regular business in the Offer Space and the later to occur of (i) the commencement date set forth in the ROFR Offer, or (ii) the date of Substantial Completion of any third partytenant improvements to be performed by Landlord to the Offer Space, and in either (A) or (B), the delivery by Landlord of exclusive possession of the Offer Space in the Delivery Condition (subject to the agreed upon tenant improvements, if any). The parties shall execute a letter confirming the commencement date for the term of the Offer Space. The failure of Tenant to execute the letter shall not affect the validity of the commencement date as determined pursuant to this paragraph. The term of the lease for the Offer Space shall end on the Expiration Date of this Lease, as the same may be extended or renewed. Anything contained in the ROFR Offer or in this Article 21 to the contrary notwithstanding, in the event that the Offer Space leased by Tenant is a partial floor, Landlord shall, as part of tenant improvements to be performed by Landlord and at Landlord’s expense, upgrade the bathrooms, install tile floors in the elevator landing, install new lighting and new carpeting in the common areas, of such partial floor, with first-class finishes and materials substantially similar to the finishes and materials provided by Landlord’s affiliate in the upgraded common areas of the Mxxxxx Sxxxxxx Tower building, 100 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx as of the Effective Date (the “MST Standard Improvements”) Notwithstanding the foregoing, if the existing tenant under an expiring lease of any Offer Space does not have a renewal or extension right in its lease as of the Effective Date and Landlord desires to extend its lease with such existing tenant, Landlord will give Tenant an “Offer Notice” (as defined in Article 22) as to such Offer Space no less than twelve (12) months prior to the expiration of such lease(s), and Tenant will then have the right to lease such Offer Space in accordance with the terms of Article 22. Landlord represents and warrants to Tenant that as of the Effective Date, no persons or entities, including, without limitation, any existing tenants or occupants of the Building, have any rights or options to lease space on the 4th or 7th floors, including, without limitation, any renewal rights, extension rights, expansion rights, rights of first offer or rights of first refusal, with respect to such floors or any portion thereof, and any such rights or options granted by Landlord subsequent to the Effective Date shall have five (5) business days within which be subordinate to accept such offerTenant’s rights under this Article XXI and Article XXII hereof. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation The rights granted in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have 21.01 shall be subject to the satisfaction of the following conditions: (i) not more than twenty-five percent (25%) of the Premises is sublet to anyone other than to an Affiliate or a Permitted Transferee at the time Landlord would otherwise notify Tenant of the availability of the Offer Space; (ii) this Lease has not been satisfiedassigned to anyone other than an Affiliate or a Permitted Transferee at the time Landlord would otherwise notify Tenant of the availability of the Offer Space; (iii) the Offer Space is intended for the exclusive use of Tenant, a Permitted Transferee or an Affiliate only, and (iv) no Event of Default is outstanding at the time Landlord would otherwise notify Tenant of the availability of the Offer Space. The rights granted to Tenant under this Section 21.01 shall be continuing throughout the Lease Term.

Right of First Refusal. Provided that at In addition to the Right of First Offer, Tenant has a “Right of First Refusal”, until such time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) as all of the r.s.f of space in the Premisesbuilding shall be leased to new third-party tenants, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory and all space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Spacebuilding that has not been so leased to new third-party tenants, as any of such lease(s) may be extended or renewed pursuant to the terms right is more particularly described in Section 2.7 of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into Lease. This instrument is executed as a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (aforesaid Lease and is not intended, nor shall it be deemed to vary or govern the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration interpretation of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable thereof. LANDLORD: LEDGEMONT RESEARCH PARK ASSOCIATES II LIMITED PARTNERSHIP By: Name: Title: TENANT: VISTAPRINT USA, INCORPORATED By: Name: Title: (Vice) President By: Name: Title: (Assistant) Treasurer COMMONWEALTH OF MASSACHUSETTS , ss On this day of , 2006, before me, the undersigned notary public, personally appeared , proved to such third party than me through satisfactory evidence of identification, which was , to be the final terms offered by Landlord person whose name is signed on the preceding document and acknowledged to Tenant during me that he signed it voluntarily in his capacity as of Ledgemont Research Park Associates II Limited Partnership. Notary Public Print Name: My Commission expires: Affix seal: COMMONWEALTH OF MASSACHUSETTS , ss On this day of , 2006, before me, the ROFR Negotiation Periodundersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which was , to be the person whose name is signed on the preceding document and acknowledged to me that he signed it voluntarily in his capacity as of VistaPrint USA, Incorporated. If Landlord has Notary Public Print Name: My Commission expires: Affix seal: COMMONWEALTH OF MASSACHUSETTS , ss On this day of , 2006, before me, the undersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which was , to be the person whose name is signed on the preceding document and acknowledged to me that he signed it voluntarily in his capacity as of VistaPrint USA, Incorporated. Notary Public Print Name: My Commission expires: Affix seal: EXHIBIT A PLAN OF PREMISES EXHIBIT B LEGAL DESCRIPTION Appendix I-1 [DIAGRAM] [DIAGRAM] Appendix J JANITORIAL CLEANING SPECIFICATIONS Janitorial services will cover the specifications as follows and it is expected that all building areas will be maintained and the necessary spot cleanings performed to ensure the continued satisfaction of the tenant base. Services shall include, but not leased be limited to, the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.following:

Right of First Refusal. Provided that 3.1 If, at any time after the time Tenant exercises its rights under this Section 10.18: First Closing Date, Entrée intends to directly or indirectly dispose of any legal or beneficial interest in (i) this Lease remains in full force and effect, the Ulziit Uul License or any successor license or licenses or (ii) there any geographical areas that are the subject of the Ulziit Uul License or any successor license or licenses, in whole or in part (the “Interest”), to a third party by way of a sale, transfer, joint venture, grant of option or other rights, rights of encumbrance over or any other mode of disposition or alienation, it may do so only upon bona fide arm’s length terms and further provided that, in any such case Entrée will give Notice (the “Transfer Notice”) to Kennecott, offering the Interest to Kennecott on substantially the same bona fide arm’s length terms upon which Entrée proposes to convey the Interest to the third party. Kennecott or, at its direction, an Affiliate of Kennecott may exercise its right to acquire all, but not less than all, of the Interest for the consideration stipulated in the Transfer Notice (provided that if all or any part of the consideration offered by the third party is non-monetary, Kennecott, or its Affiliate, may elect to furnish the same or equivalent non-monetary consideration or to pay to Entrée an amount of money equal to the fair market value of the non-monetary consideration offered by the third party) by providing Notice (the “Exercise Notice”) within 15 days of receipt by Kennecott of the Transfer Notice (the “Exercise Period”). If Kennecott does not then outstanding an uncured Event exercise its right to acquire the Interest prior to the expiry of Default the Exercise Period, Entrée will have the right for a period of Tenant under this Lease60 days following the Exercise Period (the “Closing Period”) to convey the Interest to the third party for consideration having a value equal to or higher than the value of the consideration, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) on terms no less favourable to Entrée than, set out in the Transfer Notice. If Entrée does not convey the Interest to the third party by the expiry of the r.s.f of Closing Period, the Premises, then Tenant shall have a continuing Interest will again become subject to the right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of under this Section have been satisfiedsection 3.1.

Right of First Refusal. Provided In the event that at space on the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) second floor of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal building becomes available for lease ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Available Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any Netscape shall give Subtenant written notice of such lease(s) may be extended or renewed pursuant availability, identifying the same and specifying the basic terms and conditions on which Netscape proposes to lease the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing Available Space (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space). Upon receipt by Tenant of an Availability Notice, Tenant Subtenant shall have ten three (103) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject its receipt of the Availability Notice to any third party in which Subtenant may either give Netscape written notice of Subtenant's acceptance of the Available Space on the terms and conditions no more favorable specified in the Availability Notice (the "Acceptance Notice") or written notice of a counteroffer by Subtenant for the lease of the Available Space (the "Counter Notice"). Prior to such third party than giving the final terms offered by Landlord Availability Notice to Tenant during Subtenant and for three (3) business days thereafter, Netscape shall not enter into any agreement for the ROFR Negotiation PeriodAvailable Space with any other person. If Landlord has not leased during such three (3) business day period Subtenant gives Netscape an Acceptance Notice, Netscape and Subtenant shall then promptly enter into a lease for the ROFR Available Space to on the terms and conditions specified in the Availability Notice (and otherwise on the terms and conditions contained in this Sublease). If during such three (3) business day period Subtenant gives Netscape a third party within Counteroffer Notice, Netscape shall then give Subtenant written notice either accepting such 180-counteroffer (in which event, Netscape and Subtenant shall promptly enter into a lease for the Available Space of the terms and conditions specified in the Counteroffer Notice and otherwise on the terms and conditions set forth in this Lease) or rejecting such counteroffer. After the expiration of such three (3) business day period, if Subtenant has not given Netscape a timely Acceptance Notice or if Landlord proposes a timely Counteroffer Notice, then Netscape shall be free to offer enter into a lease for the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than use of the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Available Space to any third party, other person or entity on any terms and Tenant shall have five conditions. After the expiration of such three (53) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.day period, if Subtenant has

Right of First Refusal. Provided Subject to the pre-existing rights of existing tenants, Landlord agrees that if at any time during the time Tenant exercises its rights under this Section 10.18: (i) term of this Lease remains in full force and effect, Landlord receives a letter of intent (ii“LOI”) there that Landlord is not then outstanding an uncured Event prepared to accept for the lease of Default of Tenant under this Lease, and any space on the eighth (iii8th) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) floor of the r.s.f of Building (the Premises“Refusal Space”), then Tenant shall have a continuing the right and option (“Right of first refusal ("ROFR"First Refusal”) to lease any office, research or laboratory space in the Complex then owned by Refusal Space on the following terms and conditions: Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to shall provide Tenant with a notice specifying the terms of the initial lease(s) thereof or LOI, including the size and location of the applicable space and the length of the lease term and the other economic terms of the LOI (b) which may become available for lease upon the expiration or termination of lease(s“RFR Notice”), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have the right, within ten (10) business days within which after receipt of the RFR Notice, to send notify Landlord of Tenant’s election to lease the Refusal Space for (subject to the pre-existing rights of existing tenants) the longer of the balance of the remaining Term of this Lease or the length of the term in the RFR Notice. If Tenant does not give Landlord notice in writing within said ten (10) business day period that Tenant intends to exercise its rights hereunder, then Landlord shall be free to lease the offered Refusal Space pursuant to the LOI, and in such event Tenant’s rights hereunder with respect to such LOI (but not with respect to any other Refusal Space or other LOI) shall terminate; provided, however, that in the event a lease shall not be consummated within six (6) months of the RFR Notice, then Tenant’s rights hereunder shall be reinstated as to subsequent offers. Tenant’s Right of First Refusal must be exercised as to one hundred percent (100%) of the Refusal Space that is the subject of the RFR Notice. If Tenant elects to exercise its Right of Tenant's ROFR (First Refusal and so notifies Landlord of same within the "ROFR Notice")aforesaid time period, then, in which event such case, Tenant shall lease the offered Refusal Space as of the availability date set forth in Landlord’s RFR Notice for a term equal to the longer of the balance of the remaining Term of this Lease or the length of the term in the RFR Notice and otherwise on the economic terms set forth in the RFR Notice, and Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (enter into an amendment to this Lease accomplishing the "ROFR Negotiation Period") foregoing. If after the date that Tenant notifies Landlord of such ROFR Notice with respect its election to the terms by which Tenant would lease the ROFR expand into any Refusal Space from Landlord. If Tenant fails or refuses and prior to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration possession of the ROFR Negotiation Period, lease all or any portion Refusal Space there shall be an Event of Default by Tenant under the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation PeriodLease, Landlord shall first re-offer have the ROFR Space option, on written notice to Tenant hereunder before Landlord may offer Tenant, to declare Tenant’s election to expand to be void and of no effect. Notwithstanding the ROFR Space foregoing, the foregoing Right of First Refusal shall not apply to any third party, and Tenant shall have five short term (5one year or less) business days within which lease to accept any tenant that has signed a lease for other space in the Building but is being accommodated on the eighth floor pending its occupation under such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedother lease.

Right of First Refusal. Provided that at Prior to January 17, 2011 (the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"“RFR Termination Date”), (a) which may become available for lease after before entering into the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject third floor of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord Building not initially leased to Tenant during hereunder or any portion of the ROFR Negotiation Period. If Landlord has not leased first floor of the ROFR Space to Building shown on the attached Exhibit 23.01 (collectively, the “First Refusal Space”) with a third party within (other than Exempt RFR Transactions, as defined below), and provided that Landlord has received a written proposal or counter-proposal for the applicable First Refusal Space that Landlord is willing to accept (or Landlord has received an acceptance of a proposal initiated by Xxxxxxxx, whether or not such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Periodacceptance is binding), Landlord shall first re-offer the ROFR applicable First Refusal Space to Tenant hereunder before Landlord may offer the ROFR Space for lease by written notice to any third party, and Tenant shall have (“Landlord’s FR Notice”). Within five (5) business days within which after receipt of Landlord’s FR Notice, Tenant may, by written notice delivered to Landlord, (i) reject Landlord’s FR Notice, or (ii) accept Landlord’s offer to lease such offerspace for its own use on the terms set forth in this Article 23 (the failure by Tenant to timely respond as aforesaid being deemed Xxxxxx’s rejection of Landlord’s FR Notice pursuant to clause (i), above). Any person dealing If Landlord’s FR Notice is rejected under clause (i) above (or deemed rejected by Tenant’s failure to timely respond), then Landlord may enter into any lease for such space on materially the same terms set forth in such Landlord’s FR Notice, provided that Landlord shall deliver to Tenant a new Landlord’s FR Notice prior to entering into an initial lease for the applicable First Refusal Space (a) with ROFR Space may any third party other than the party (or an affiliate of the party) that previously made the offer to, or accepted an offer from, Landlord giving rise to such prior Landlord’s FR Notice, or (b) on terms materially more favorable to the party (or an affiliate of the party) that previously made the offer to, or accepted an offer from, Landlord giving rise to such prior Landlord’s FR Notice, than those terms set forth in such prior Landlord’s FR Notice (it being agreed that a net effective rental rate (after taking into account base rent, tenant improvement allowances, free rent and other concessions) of at least 95% of the net effective rental rate set forth in Landlord’s FR Notice does not constitute materially more favorable terms). If Tenant timely accepts Landlord’s offer to lease the space as set forth in clause (ii) above, the space shall, subject to the following paragraph below and without further inquiry conclusively rely action by the parties, be leased by Tenant in its “as is” condition, without any obligation to construct tenant or other improvements (except that Landlord shall be responsible, at Landlord’s sole cost and expense, to separately demise the space), and otherwise on the terms and conditions then applicable to the remainder of the Premises (e.g. the Base Rent shall be at the then-applicable rate, escalating as otherwise provided in Section 2.01) except that (x) the Finish Work Allowance shall be reduced with respect to the applicable First Refusal Space on a pro rata basis for the actual initial lease term for such First Refusal Space (e.g. if the term of the First Refusal Space is eight years, then the Finish Work Allowance for the First Refusal Space would be 96/126ths of the Finish Work Allowance applicable to the remainder of the Premises on a per square foot basis), (y) the rent commencement date with respect to the applicable First Refusal Space shall be no later than the later to occur of (i) the Rent Commencement Date for the Office Portion of the Premises or (ii) seven (7) months after the execution of the amendment described in the immediately following sentence, and (z) the estimated delivery date that Landlord shall deliver the applicable First Refusal Space to Tenant for the commencement of construction of any Tenant Work shall be no later than the sixty (60) days after the execution of the amendment described in the immediately following sentence. At the request of either party, Landlord and Tenant shall promptly execute and deliver an agreement confirming such expansion of the Premises and the estimated date the Premises are to be expanded pursuant to this Paragraph with a provision for establishing the effective date of such expansion based on actual delivery. Tenant shall execute any such amendment within 21 days following tender by Landlord provided that such amendment complies with the terms of this Article 23. If Landlord fails to deliver the First Refusal Space within 90 days of the estimated delivery date set forth in Landlord’s FR Notice, then Tenant, at its option, may either (x) terminate its obligations with respect to the First Refusal Space upon 30 days prior written notice to Landlord, whereupon all obligations of the parties hereto with respect to the First Refusal Space shall be null and void and without recourse to either party unless Landlord delivers the First Refusal Space within such 30 day period, in which case Tenant’s termination notice shall be null and void and of no further force and effect or (y) if such failure results from matters within Landlord’s reasonable control and is not cured within 30 days following written notice from Tenant, pursue any of its equitable remedies to cause Landlord to deliver such First Refusal Space to Tenant and bring a representation claim for monetary damages against Landlord, but in no event shall such failure constitute a default of Landlord, result in a certificate right of Landlord Tenant to terminate the Lease with respect to the remainder of the Premises, or Landlord's Affiliate affect the validity of the Lease. In no event shall the rights under this Section 23.01 apply to (x) leases subsequent to the initial lease or leases of all or any portion of the First Refusal Space (such leases, “Initial Leases”), or (y) any space offered to lease for use as to whether the provisions a building amenity, such as a cafeteria or fitness center (collectively, “Exempt RFR Transactions”). Notwithstanding any provision of this Section to the contrary, Xxxxxx’s rights under this Section shall terminate on the RFR Termination Date and shall be void, at Landlord’s election, if (i) Tenant is in default hereunder, after any applicable notice and cure periods have been satisfiedexpired, at any time prior to the time Tenant makes any election with respect to the First Refusal Space under this Section or at the time the First Refusal Space would be added to the Premises, or (ii) subleases of more than 50% of the Premises are in effect that required Xxxxxxxx’s consent under Article 13 at the time Tenant makes any election with respect to the First Refusal Space under this Section or at the time the First Refusal Space would be added to the Premises. In connection with the rights granted under this Article 23, Landlord shall, prior to the RFR Termination Date, keep Tenant reasonably informed from time to time of the leasing status of any then-available Right of First Refusal space.

Right of First Refusal. Provided that at At the time Tenant exercises its end of the term of this Agreement, the FRANCHISEE'S exclusive development rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Leasewith respect to the Franchised Area will automatically terminate, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) the FRANCHISEE will not have the right to renew or extend the term of this Agreement. Following the end of the r.s.f term of this Agreement, WCH will have the Premisesright to reevaluate the prospects for the establishment of We Care Hair businesses in the Franchised Area, then Tenant shall and WCH may determine that the Franchised Area will be further developed by opening additional We Care Hair businesses in the Franchised Area. In the event WCH determines that the Franchised Area will be further developed, the FRANCHISEE will have a continuing right of first refusal to own and operate any We Care Hair Businesses proposed for the Franchised Area by WCH. Consequently, if WCH proposes to develop ("ROFR"either by owning, franchising or subfranchising) to lease any office, research or laboratory space further We Care Hair businesses in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease Franchised Area after the initial term of any lease(sthis Agreement has expired, then WCH will give the FRANCHISEE written notice of its proposal to develop additional We Care Hair businesses in the Franchised Area and the FRANCHISEE will have thirty (30) for days to accept in writing WCH'S proposal to own and operate further We Care Hair Businesses in the ROFR Space, as any of such lease(s) may be extended or renewed pursuant Franchised Area. The FRANCHISEE will have the right to own and operate We Care Hair Businesses in the Franchised Area according to the terms of the initial lease(s) thereof or (b) and conditions set forth in WCH'S written proposal, which may become available for lease upon vary in form and substance from the expiration or termination of lease(s)terms, including extensions conditions and renewals thereof, entered into by Landlord after Tenant has failed or declined economics set forth in this Agreement. If the FRANCHISEE fails to enter into a lease of such ROFR Space. Landlord shall notify Tenant accept in writing WCH'S written proposal within thirty (30) days from the "Availability Notice") at least ten (10) months in advance date the written notice of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior WCH'S proposal is given to the stated termination of a lease for ROFR SpaceFRANCHISEE, Landlord's Availability Notice shall be sent then WCH will have the absolute right to Tenant promptly after Landlord becomes aware of open and develop We Care Hair businesses in the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") Franchised Area after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions term of this Section have been satisfiedAgreement has expired.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured no Event of Default of exists and Tenant under this Leaseis occupying the entire Premises, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) before Landlord accepts any offer for space on the 15th floor of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal Building ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space")) from any third party, (a) which may become available for lease after Landlord shall provide Tenant with notice, in writing of the initial term of any lease(s) for the ROFR Space, as any terms and conditions of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR offer (the "ROFR Notice"), . The ROFR Notice must include all material terms and conditions of the offer. The Basic Rent and other terms and conditions related to the subject space shall be as contained in which event Landlord and the ROFR Notice. Tenant shall negotiate notify Landlord in good faith for a period of fifteen writing within ten (1510) days after receipt of the ROFR Notice (the "ROFR Negotiation PeriodDeadline") after the date of such ROFR Notice with respect whether Tenant elects to the terms by which Tenant would exercise its right to lease the ROFR Space from Landlordpursuant to the terms and conditions of the offer, as set forth in the ROFR Notice. If Tenant fails to notify Landlord of its election on or refuses prior to send the ROFR Deadline, Tenant's right of first refusal shall be deemed to have automatically and without further notice expired as to the offer that is the subject of the ROFR Notice and Landlord shall thereafter have the right to lease the ROFR Space to a third party on substantially the same terms and conditions stated in the ROFR Notice (or if on terms which are better, but not materially worse, for Landlord in the aggregate considering all economic and non-economic terms of same). If Tenant timely elects to exercise the right of first refusal then Tenant and Landlord shall (within ten [10] business days thereafter) enter into an amendment to this Lease adding the ROFR Space to the Premises and incorporating the terms in the accepted ROFR Notice. If Tenant fails to timely exercise its rights prior to the ROFR Deadline, the right of first refusal shall be deemed to have automatically and without further notice expired and Landlord shall thereafter have the right to lease the ROFR Space to a third party on substantially the same terms and conditions stated in the ROFR Notice (or on tenns which are unable to agree on better, but not materially worse, for Landlord in the aggregate considering all economic and non-economic terms of same). If Tenant does not exercise its right hereunder and Landlord does not consummate the lease of the ROFR Space in accordance with the terms of the ROFR Notice within one hundred twenty (120) calendar days after the ROFR Deadline, this right of first refusal shall revive. Notwithstanding anything to the contrary contained herein, Landlord may reduce the Basic Rental rate for the ROFR Space within such fifteen by no more than ten percent (1510%) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of Base Rental Rate set forth in the ROFR Space which was Notice without reviving the subject Tenant's right of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Periodfirst refusal hereunder. If Landlord has not leased consummates the lease of all or a portion of the ROFR Space to a third party within such 180said 120-day periodperiod in compliance with this Exhibit I, or if Landlord proposes this right of first refusal shall automatically terminate as to offer that portion of the ROFR Space without fmther notice. In no event shall Landlord be obligated to pay a commission for any representation of Tenant with respect to the lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer of the ROFR Space pursuant to Tenant hereunder before Landlord may offer the ROFR Space to any third partythis Exhibit, and Tenant and Landlord shall have five 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. Tenant's rights under this Exhibit shall terminate if (5a) business days within this Lease or Tenant's right to possession of any of the Premises is terminated, (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation was not otherwise approved or deemed approved by Landlord, or (c) less than thirty-six (36) full calendar months remain in a certificate of Landlord or Landlord's Affiliate as to whether the provisions then-current Term of this Section have been satisfiedLease (unless during the initial Term and Tenant has exercised its renewal right).

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) has not occurred during the Term of the r.s.f of Lease (as the Premisessame may be extended), then Landlord shall grant to Tenant shall have a continuing right of first refusal on any space located at Xxxxxx Xxxxxx Xxxx, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000, ("ROFROffice Park"), subject to the terms and conditions of this Section 17.23. If Landlord receives a bona fide offer ("Bona Fide Offer") from a third party (a "Prospective Tenant") to lease any office, research or laboratory space retained by Landlord in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing Building (the "Availability NoticeRight of First Refusal Space") at least upon terms and conditions which Landlord desires to accept, Landlord shall first offer the entire Right of First Refusal Space to Tenant upon the same terms, covenants and conditions as provided in such Bona Fide Offer. Tenant shall have the right (the "Right of First Refusal") to be exercised by written notice delivered to Landlord within ten (10) months in advance days after receipt of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent offer to lease the Right of First Refusal Space upon the terms and conditions set forth in the Bona Fide Offer. If Tenant promptly after notifies Landlord becomes aware in writing of the expected date of availability Tenant's exercise of such ROFR Space. Upon receipt by Tenant Right of an Availability Notice, Tenant shall have First Refusal within such ten (10) business days within which day period after Landlord has delivered such offer to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate within thirty (30) days thereafter enter into a written agreement modifying and supplementing the Lease and specifying that such Right of First Refusal Space accepted by Tenant is a part of the Premises for the remainder of the Term (as the same may be extended), and containing other appropriate terms and conditions relating to the addition of the Right of First Refusal Space to this Lease (including specifically any increase or adjustment of rent as a result of such addition). If Tenant does not notify Landlord in good faith writing of its acceptance of such offer in such ten (10) day period, then Tenant's rights under this Section 17.23 with respect to the then Right of First Refusal Space shall terminate and Landlord shall thereafter be able to lease the Right of First Refusal Space or any portion thereof to the Prospective Tenant subject to reinstatement as provided below. In the event Tenant elects (or is deemed to have elected) not to exercise its right to lease a Right of First Refusal Space as provided above, Landlord may thereafter for a period of fifteen six (156) days (the "ROFR Negotiation Period") after the date months offer such Right of such ROFR Notice with respect First Refusal Space to the terms by which Prospective Tenant would lease upon substantially the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on same terms and conditions no that it offered such space to Tenant. Prior to the Landlord offering such space to the Prospective Tenant upon rental terms and conditions which are not more favorable than five percent (5%) less than initially offered to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day periodTenant, or if Landlord proposes has not entered into a lease for the offered space within six (6) months after Tenant elected (or was deemed to have elected) not to execute its right of first refusal to lease hereunder, Landlord will first offer the ROFR Space for lease space to a third party on Tenant upon Landlord's newly proposed terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to in any third partythen current Bona Fide Offer, and the procedure set forth above shall be repeated except that Tenant shall have five (5) business days within which to accept such notify Landlord of its election to lease the Right of First Refusal Space pursuant to the modified offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.

Right of First Refusal. Provided that at So long as Scientific Learning Corporation (or a Permitted Transferee) is entitled to occupy the time Tenant exercises Leased Premises as of its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event exercise of Default the Right of Tenant under this LeaseFirst Refusal granted herein, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of subject to the r.s.f of the Premisesconditions set forth below, then Tenant shall have a continuing an ongoing right of first refusal ("ROFR") to lease any office, research or laboratory space in from Landlord (the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"“Right of First Refusal”), all or portions of the 12,947 rentable square foot delineated on Exhibit B-1 as the 6th Floor Remainder Space (the “6th Floor Remainder Space”) and all the rentable square feet on the 5th Floor of the Building (the “Fifth Floor Space”): (a) At any time at which may become available for lease after the initial term of any lease(s) Landlord has a prospective tenant for the ROFR 6th Floor Remainder Space and/or the Fifth Floor Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability “Landlord’s Preliminary Notice"”) at least ten and request that Tenant respond within three (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (103) business days within which to send to and inform Landlord notice whether Tenant can say definitely that Tenant is not interested in such space. Landlord’s Preliminary Notice shall state the location(s) of the exercise of Tenant's ROFR (the "ROFR Notice")space, in which event square footage(s) and rent(s) then being proposed by Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlordprospective tenant. If Tenant fails or refuses notifies Landlord that Tenant is definitely not interested in such space, Landlord may proceed to send market the ROFR Notice or if Landlord space and Tenant are unable to agree on the may enter into a lease terms for the ROFR Space within of such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice space to any third party on terms within the following one hundred and conditions no more favorable twenty (120) days without again offering such space to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation PeriodTenant. If Tenant responds within the three (3) business day period and informs Landlord has not leased that Tenant may be interested in such space, then Landlord may proceed to market the ROFR Space to a third party within such 180-day period, or if Landlord proposes space but shall be bound to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered space to Tenant during in accordance with the ROFR Negotiation Periodbalance of this Section 16.1, Landlord shall first re-offer including, without limitation, the ROFR Space obligation to provide Landlord’s Notice to Tenant hereunder before Landlord may offer prior to leasing the ROFR Space space to any third party. 29 (b) The Right of First Refusal may be exercised, and if at all, by one or a series of written notices of exercise given to Landlord by Tenant shall have within five (5) business days following Tenant’s receipt of Landlord’s notice of its intent to lease either the 6th Floor Remainder Space or the Fifth Floor Space (the “Available Space”). This notice (the “Landlord’s Notice”) shall consist of a statement that the Landlord intends to lease the Available Space to a third party in the event Tenant does not exercise its Right of First Refusal and a statement of the principal terms of the intended lease, including all material financial terms. In the event Tenant shall have failed to notify Landlord within which such period of its election to accept lease the Available Space, Tenant shall be deemed to have elected not to lease such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely Available Space, and Landlord shall be entitled to lease the space upon a representation the same terms set forth in a certificate such offer to any third party; (c) Notwithstanding anything to the contrary contained herein, if Tenant is in default under any of Landlord the material terms, covenants or Landlord's Affiliate as to whether the provisions conditions of this Section have been satisfied.Lease beyond any applicable notice and cure period at the time Tenant exercises the Right of First Refusal, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate such Right of First Refusal upon notice to Tenant; (d) If both the Fifth Floor Space and the 6th Floor Remainder Space are offered to Tenant at the same time, Tenant may elect to lease both spaces or neither space. 16.2 Intentionally Deleted. 16.3

Right of First Refusal. Provided that at Upon the time Tenant exercises its rights under this Section 10.18: Closing Date and until the three ---------------------- year anniversary of the Closing Date, IKOS shall have the right of first refusal with respect to (i) this Lease remains in full force and effectany proposed capital reorganization, merger or consolidation of Interra's business relating to the Technology (iithe "EDA Business") there is not then outstanding an uncured Event with or into another corporation where the stockholders of Default of Tenant under this LeaseInterra prior to such reorganization, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five merger or consolidation hold less than fifty percent (7550%) of the r.s.f outstanding voting securities of the Premisessurviving entity after such reorganization, then Tenant shall have merger or consolidation, or (ii) the proposed sale of all or substantially all of Interra's EDA Business to any person other than IKOS (each a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR SpaceProposed Acquisition Event"). Upon such Proposed Acquisition Event, (a) which may become available for lease after the initial term Interra shall provide to IKOS a summary of any lease(s) for the ROFR Space, as any principal terms of such lease(s) may be extended Proposed Acquisition Event, including the proposed purchase price or renewed pursuant to the terms consideration (an "Acquisition Notice"). Upon receipt of the initial lease(s) thereof or (b) Acquisition Notice, IKOS shall provide Interra with the names of its current top five competitors and Interra will notify IKOS if the party with which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of it is engaged in discussions is among such ROFR Spacecompetitors. Landlord shall notify Tenant in writing (the "Availability Notice") at least Within ten (10) months in advance days of receipt of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Acquisition Notice, Tenant IKOS shall have ten (10) business days within which to send to Landlord provide Interra with written notice of its interest in acquiring the exercise of Tenant's ROFR (EDA Business, and thereafter the "ROFR Notice"), in which event Landlord and Tenant parties shall negotiate in good faith for a period of fifteen up to twenty (1520) days (the "ROFR Negotiation Period") after the date of such ROFR Notice toward an agreement in principal with respect to IKOS' acquisition of the EDA Business on terms by which Tenant would lease substantially similar to those in the ROFR Space from LandlordAcquisition Notice. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen thirty (1520) day period, thereupon Landlord maythe parties do not enter into a definitive acquisition agreement with the intent to consummate the transaction and obtain any required governmental and third party consents as soon as possible thereafter, at any time during Interra may proceed with the one hundred eighty (180) day period following Proposed Acquisition Event on substantially similar terms to those stated in the expiration Acquisition Notice and where the proposed purchase price is not less than 70% of the ROFR Negotiation Period, lease all or any portion of proposed purchase price stated in the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedAcquisition Notice.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing The following right of first refusal shall become effective only upon the first date on which both of the following have occurred ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "“ROFR Space"), Effective Date”): (a) which may become available for lease after the initial term earlier of any lease(s(i) for the ROFR Space, as any satisfaction and discharge of such lease(sall of the outstanding 8 5/8% Senior Secured Notes due 2018 (the “Notes”) may be extended or renewed pursuant to the terms and conditions of the initial lease(sIndenture, dated as of January 25, 2011, by and between the Exide and Xxxxx Fargo Bank, National Association or (ii) thereof or the repayment of such Notes in full at maturity and (b) which may become available for lease upon the expiration or earlier of (i) the termination of, and repayment in full of lease(sall obligations under, the Credit Agreement, dated as of January 25, 2011 (the “Credit Agreement”), including extensions by and renewals thereofamong Exide Technologies, entered into by Landlord after Tenant has failed Exide Global Holding Netherlands C.V., various financial institutions named therein, and Xxxxx Fargo Capital Finance, LLC, as administrative agent or declined to enter into a lease (ii) the amendment, restatement or replacement of such ROFR SpaceCredit Agreement such that this right of first refusal is permitted thereunder. Landlord shall notify Tenant in writing During the five (the "Availability Notice"5) at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day year period following the expiration ROFR Effective Date, if a bona fide offer is received from a third- party prospective buyer for all or a portion of the ROFR Negotiation PeriodBowtie Parcel, lease then Exide shall notify the City in writing and offer the Bowtie Parcel to the City at the price and upon the same or better terms as named by the prospective buyer. City shall have thirty (30) days from receipt of such notice or until the City’s next regularly scheduled City Council meeting, whichever is longer, to consider this offer, and if the City accepts, City shall have one hundred and twenty (120) days to close. If the City does not exercise this right, Exide shall then have the right to sell all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable Bowtie Parcel to such third party than prospective buyer on the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on same terms and conditions more favorable as contained in the bona fide offer delivered to such third party than the final terms offered City. The City may shorten or eliminate any applicable time periods in this paragraph by waiving or declining in writing to Tenant during exercise the ROFR Negotiation Period, Landlord shall City’s right of first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant refusal. The City shall have five (5) business days within which the right to accept such offerassign its right of first refusal to the EDC and/or the CDC. Any person dealing with ROFR Space may without Exide further inquiry conclusively rely upon agrees to consider in good faith any offer by the Frisco Parties, from time to time, to purchase all or a representation in a certificate portion of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedBowtie Parcel.

Right of First Refusal. Provided that at During the time Tenant exercises its rights under period (the "First Refusal Period") from and after the Effective Date until the Revised Expiration Date (subject, however, to the limitations set forth in this Section 10.18: (i) this Lease remains in full force and effect9 below), (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing the right of first refusal (the "ROFRFirst Refusal Right") to lease any officespace located on the sixth (6th) floor or seventh (7th) floor of the Building (each, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the a "ROFR First Refusal Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms following provisions of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Spacethis Section 9. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior Notwithstanding anything to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten contrary contained in this Section 9: (10i) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord First Refusal Right is subject and Tenant shall negotiate in good faith subordinate to all Superior Rights all for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms applicable First Refusal Space; and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and (ii) Tenant shall have five no First Refusal Right during the last twelve (512) business days within which months of the Second Extended Term and the Expansion Space Term (and the First Refusal Space Period shall be shortened to accept be the day immediately preceding such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate 12-month period) unless either (A) as of the date Landlord or delivers to Tenant the applicable Landlord's Affiliate First Refusal Notice (as defined below), Tenant has previously properly exercised its Extension Option to whether extend the provisions Second Extended Term and Expansion Space Term for the entire Premises for the Option Term as defined in and pursuant to the Extension Option Rider, or (B) if the applicable Landlord's First Refusal Notice is delivered to Tenant on or before the date that is nine (9) months prior to the expiration of this Section the Second Extended Term and Expansion Space Term, then concurrently with Tenant's delivery of the ROFR Election Notice (as defined below) exercising such First Refusal Right, Tenant delivers to Landlord the Extension Notice properly exercising its Extension Option to extend the Second Extended Term and the Expansion Space Term for the Option Term pursuant to the Extension Option Rider (which Tenant shall have been satisfiedright to do notwithstanding the time frames for delivery of Tenant's Extension Notice set forth in the Extension Option Rider).

Right of First Refusal. Provided that at During the time Tenant exercises its rights Term and for a period of [***] following the expiration or termination of this Agreement ("ROFR PERIOD"), if Licensee receives and desires to accept, a Bona Fide Offer (and if acceptance of such Bona Fide Offer would be permissible under this Section 10.18: FCC Rules), Licensee shall, within thirty (i30) this Lease remains in full force days following Licensee's determination to accept such Bona Fide Offer, deliver to Clearwire notice setting forth the material terms and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) conditions of the r.s.f of Bona Fide Offer (but shall not be required to identify the Premises, then Tenant offeror). Clearwire shall have a continuing right of first refusal ("ROFR") with respect to lease any officesuch Bona Fide Offer and shall be required to provide notice to Licensee within twenty (20) days following Clearwire's receipt of Licensee's notification stating (i) whether Clearwire is exercising its ROFR, research and (ii) the form of consideration to be paid by Clearwire (as discussed in Section 4(d) below). If Clearwire declines to exercise its ROFR or laboratory space fails to provide timely notice of exercise of its ROFR, Licensee will have one hundred twenty (120) days from the expiration of Clearwire's twenty (20) day response period to enter into an agreement with the offeror on the same terms and conditions as were offered to Clearwire. If, within the aforementioned one hundred twenty (120) day period, Licensee does not enter into a binding agreement with the offeror on the same terms and conditions as were offered to Clearwire, then Clearwire's ROFR shall remain in effect pursuant to the Complex terms stated in this Section 4(c). If, within the one hundred twenty (120) day period, Licensee enters into a binding agreement with the offeror on the same terms and conditions as were offered to Clearwire, then owned by Landlord Clearwire's ROFR will terminate and be of no further force or Landlordeffect; provided, however, that should Licensee's Affiliate agreement with the offeror be terminated within [***] after the expiration or termination of this Agreement, Clearwire's ROFR will be reinstated for an additional amount of time equal to the remainder of the [***] plus the amount of days during which Licensee was subject to such binding agreement. However, if, after Clearwire has declined to exercise its ROFR (collectively, the "ROFR Space"or has failed to provide timely notice of such exercise), (a) which may become available for lease after Licensee subsequently proposes to enter into a definitive agreement with the initial term of any lease(s) for the offeror on different terms and conditions than those offered to Clearwire, then such different terms and conditions shall be deemed to constitute a new offer and Clearwire's ROFR Space, as any of such lease(s) may be extended or renewed will apply pursuant to the terms of this Section 4(c). All materials exchanged under this ROFR are subject to the initial lease(snon-disclosure provisions of Section 15. Notwithstanding anything in this Agreement to the contrary, if Licensee receives a Termination Notice, or if this Agreement is terminated by Licensee pursuant to Section 12(b) thereof (Payment Default), or if this Agreement is terminated by Licensee pursuant to Section 12(d) (b) which may become available for lease Other Defaults), then immediately upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance receipt of the expected date upon which Termination Notice or the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the effective date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day periodtermination, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied4(c) shall no longer be effective.

Right of First Refusal. Provided that at (a) Until the time Tenant exercises its rights under this Section 10.18: earlier of (i) this Lease remains first date that Purchaser and any Controlled Affiliates cease to Beneficially Own in full force the aggregate at least 7.5% of the then-outstanding Common Stock, and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and three (iii3) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease years after the initial term date of this Agreement, Dynegy shall not issue any lease(s) for Equity Securities that would rank senior to the ROFR Space, as any of such lease(s) may be extended or renewed Common Stock with respect to dividends and distributions upon liquidation other than pursuant to an Excluded Issuance (such issuance, a “Proposed Covered Issuance”) unless Dynegy has first complied with the terms of this Section 8. Prior to any Proposed Covered Issuance, Dynegy shall provide written notice to Purchaser (the initial lease(s“ROFR Notice”) thereof or describing in reasonable detail the Proposed Covered Issuance, including the number and type of Equity Securities to be issued in the Proposed Covered Issuance (b) which may become available for lease upon the expiration or termination of lease(s“Proposed Securities”), including extensions and renewals thereofthe consideration to be paid for the Proposed Securities, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (whether the "Availability Notice") at least ten (10) months in advance of Proposed Covered Issuance will be registered under the expected date upon which Securities Act and, if not registered under the ROFR Space will become availableSecurities Act, provided howeverthe parties, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior known, to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent Proposed Covered Issuance and any other material conditions or contingencies relating to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR SpaceProposed Covered Issuance. Upon receipt by Tenant of an Availability Notice, Tenant Purchaser shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date delivery of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable (the “ROFR Consideration Period”) to agree on the lease terms for the deliver written notice (such notice as such may be amended pursuant to Section 8(b), a “ROFR Space within such fifteen (15Election Notice”) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any to Dynegy stating that Purchaser intends to purchase up to its pro rata portion of the ROFR Space which was Proposed Securities based on the subject percentage of Dynegy’s then outstanding Common Stock Beneficially Owned by Purchaser or any Controlled Affiliate on the Availability Notice to any third party on terms terms, conditions and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during contingencies set forth in the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third partyNotice, and Tenant Purchaser shall not have five (5) business days within which the right to accept purchase any such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation Proposed Securities in a certificate excess of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedsuch pro rata portion.

Right of First Refusal. Provided Subject to Paragraph (c) of this Schedule A and the rights of any Facility Mortgagee at such time to consent to or otherwise approve any such purchase, and provided that there is neither an Event of Default existing under the ARL Agreement nor a Management Termination Event existing under Paragraph 28(a)(ii) of the ARL Agreement at any of the following times: (x) the time Tenant exercises that PSLT-BLC Holdings delivers the ROFR Notice (as defined below), (y) the time that BLC Holdings delivers the Purchase Notice (as defined below) or (z) the time of the Option Closing (as defined below), then, during and only during the Initial Term, if PSLT-BLC Holdings shall receive a bona fide third party offer which it desires to accept (the “Offer”) to purchase any or all of the Facilities that are subject to Property Leases and the ARL Agreement (the Facilities subject to such Offer being referred to hereinafter as the “Purchase Notice Facilities”) (A) PSLT-BLC Holdings shall give written Notice of such Offer to BLC Holdings within ten (10) days after it decides it wishes to accept such offer, together with a copy of the Offer (the “ROFR Notice”), which ROFR Notice shall state the purchase price for each of the Purchase Notice Facilities covered by such Offer (the “Purchase Price”) and the other conditions, if any, on which the sale contemplated by the Offer is to be effected, and (B) BLC Holdings shall have the right (the “ROFR”), exercisable by irrevocable written Notice to PSLT-BLC Holdings within five (5) days following receipt of the Purchase Notice (the “Purchase Notice”), to purchase all but not fewer than all of the Purchase Notice Facilities for the applicable Purchase Price and, except as otherwise expressly provided in Paragraph (b) of this Schedule A, otherwise on the same terms and conditions set forth in the Purchase Notice (or to purchase PSLT-BLC’s Holdings’ limited liability company interests, partnership interests or other owner interests in the Provident Lessors under the Property Leases affecting such Purchase Notice Facilities (the “Ownership Interests”) on such terms and conditions), in each case, subject to the Facility Mortgages. If BLC Holdings fails to deliver the Purchase Notice within such five (5) day period, BLC Holdings will be deemed to have declined to exercise its rights under this Section 10.18: Schedule A with respect to the Offer. Within three (3) Business Days following the delivery of the Purchase Notice, BLC Holdings shall cause to be delivered to PSLT-BLC Holdings a non-refundable (except as provided below) deposit in the amount of two percent (2%) of the Purchase Price, which amount shall be payable in immediately available funds. If BLC Holdings fails to deliver the Deposit within such three (3) Business Day period, BLC Holdings will be deemed to have declined to exercise its rights under this Schedule A with respect to the Offer. The closing (the “Option Closing”) of the purchase of the Purchase Notice Facilities (or the applicable Ownership Interests) specified in a Purchase Notice shall occur as promptly as practicable following the delivery of the Purchase Notice, but in no event later than sixty (60) days following the date of delivery of such Purchase Notice (the “Outside Closing Date”). The date on which the Option Closing occurs is herein referred to as the Option Closing Date. If BLC Holdings timely delivers the Purchase Notice under this Paragraph (a) of this Schedule A, then, on the Option Closing Date, PSLT-BLC Holdings shall cause the Provident Lessors to transfer to BLC Holdings or its designee all of the Provident Lessors’ right, title and interest in and to the Purchase Notice Facilities (or PSLT-BLC Holdings shall transfer the applicable Ownership Interests) upon receipt by PSLT-BLC Holdings of the Purchase Price, in accordance with Paragraph (b) of this Schedule A; provided, however, that, if the Option Closing does not occur prior to or on the Outside Closing Date, (i) this Lease remains in full force and effectPSLT-BLC Holdings shall have no obligation to transfer any of the Purchase Notice Facilities to BLC Holdings, (ii) there is if the Option Closing did not then outstanding an uncured Event occur as a result of Default any failure of Tenant under the conditions specified in clauses (iv)(A), (v)(A) and (only with respect to the inability of BLC Holdings to procure a title insurance policy of the type described in the last sentence thereof) (viii) of Paragraph (b) of this LeaseSchedule A, PSLT-BLC Holdings shall refund the Deposit to BLC Holdings and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent subject to clause (75%ix) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or Paragraph (b) which may become available for lease upon the expiration or termination of lease(s)this Schedule A, including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined BLC Holdings shall continue to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice its rights under this Schedule A with respect to the terms by which Tenant would lease Purchase Notice Facilities as if the ROFR Space from LandlordOffer was never made. If Tenant fails BLC Holdings declines (or refuses is otherwise deemed to send have declined) to exercise its rights under this Schedule A with respect to the Offer, PSLT-BLC Holdings may sell the Purchase Notice Facilities substantially on the same terms and conditions set forth in the ROFR Notice or if Landlord and Tenant are unable (provided that the purchase price to agree on be paid in such transaction is at least 95% of the lease terms for Purchase Price specified in the ROFR Space within Notice), and BLC Holdings shall have no rights under this Schedule A with respect to such fifteen (15) day periodsale. If the Purchase Notice Facilities are not sold pursuant to the Offer or as otherwise as permitted by this Schedule A, thereupon Landlord mayBLC Holdings shall continue to have its rights under this Schedule A with respect to the Purchase Notice Facilities as if the Offer was never made. Notwithstanding the foregoing, PSLT-BLC Holdings may at any time during prior to the one hundred eighty Option Closing solicit offers from third parties to purchase, and consummate any purchase and sale of, the Purchase Notice Facilities (180or the applicable Ownership Interests) day period following covered by a Purchase Notice, including pursuant to the expiration Offer, and BLC Holdings shall have no rights under this Schedule A with respect to any such offer or any such purchase and sale; provided, however, that PSLT-BLC Holdings shall pay to BLC Holdings an amount equal to two (2) times the Deposit (which payment includes a refund of the ROFR Negotiation PeriodDeposit), lease all or any portion in immediately available funds, concurrently with the consummation of the ROFR Space which was the subject of the Availability Notice to any third party on terms such purchase and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space sale to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectivelymaterial default, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided howeverhereby agrees, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty Term, the Landlord is in receipt of a bona fide offer to lease from a third party (180“Offer”) day period following for (i) 296.18 certified rentable square feet on the expiration lower level of the ROFR Negotiation Period350 Building identified as WC-01 on Schedule “B1” to this Lease, lease all or any portion (ii) vacant space located on the first (lst) floor of the ROFR Space which was 350 Building, or (iii) vacant space located on the subject second (2nd) floor of the Availability Notice 350 Building (in each case, the “Additional Space”) the Landlord shall first offer to any third party on lease such Additional Space to the Tenant by delivering notice, in writing, setting out the terms and conditions no more favorable to such third party than of the final terms offered by Landlord to Tenant during Offer (“Notice”) and the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have the right within five (5) business days within of its receipt of the Notice to deliver to the Landlord written notice of its election to lease such Additional Space upon the same terms and conditions contained in the Notice. The notice given by the Tenant to the Landlord shall constitute a binding offer to lease for such Additional Space and the Landlord and Tenant shall proceed diligently to enter into an amendment to the Lease, which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation amendment shall reflect the terms and conditions of the Notice and which amendment shall be in a certificate form generally used by the Landlord for the renting of office space in the Building. If the Tenant does not so elect, or no response is received within the said period, the Landlord or Landlord's Affiliate as shall be free to, but not obligated to, lease such Additional Space to whether the provisions third party on terms not more favourable to the third party than those contained in the Notice submitted to the Tenant and this right shall be null and void and of this Section have been satisfiedno further force and effect only with respect to the Additional Space so offered to the Tenant, until the Landlord receives another offer on such Additional Space.”

Right of First Refusal. Provided In the event that at during the time Tenant exercises its rights under this Section 10.18: (i) initial Term of this Lease remains in full force and effect(i.e., the period ending on November 30, 2012) any space on the sixteenth (ii16th) there is not then outstanding an uncured Event through twenty-fourth (24th) floors of Default of Tenant under this Leasethe Building becomes available for leasing, and provided Landlord has a bona fide prospective third party tenant (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFRBFT") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined prepared to enter into a lease of said space (as evidenced by one of the following: (i) a letter of intent signed by the BFT under which a good faith lease negotiation between Landlord and such ROFR SpaceBFT is about to begin; or (ii) a written proposal to or from the BFT under which a good faith lease negotiation between Landlord and such BFT is about to begin; or (iii) if no such letter of intent or written proposal has been submitted by, or to, a BFT, then the terms of the lease which have been negotiated in good faith by Landlord and the BFT and which Landlord is prepared to accept), Tenant shall have and is hereby granted the right to add the space which is the subject of such letter of intent, proposal or lease, as the case may be, to the Premises demised hereunder. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Spacespace and shall deliver to Tenant a copy of such letter of intent, proposal or lease, as the case may be, signed by the BFT. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days from receipt of such notice from Landlord within which to send notify Landlord in writing of Tenant's acceptance of such offer to add such space to the Premises on the same economic terms and conditions (i.e., rent, rent escalation, concessions and proportionate share) as set forth in such letter of intent, proposal or lease and otherwise on the same terms and conditions as set forth in this Lease (as it is now or may hereafter be amended, including but not limited to any options to extend the Term, termination rights and this right of first refusal), except that any space so added to the Premises shall be coterminous with the Term of this Lease, with a pro rata adjustment of any concessions contained in such letter of intent, proposal or lease. In the event Tenant does not so notify Landlord of Tenant's acceptance of such offer within said ten (10) day period or thereafter does not promptly enter into a lease amendment which adds such space to the Premises on the terms set forth above, Landlord may thereafter lease such space to the BFT and Tenant shall have no further right or interest in such space during the term of such lease with the BFT; provided, however, that if during the negotiations between Landlord and the BFT, the economic terms of the proposed transaction with the BFT improve (from a tenant's standpoint) by fifteen percent (15%) or more, then Landlord must notify Tenant of such improved terms and Tenant's right of first refusal set forth in this Section 33 shall again apply, except that Tenant shall have three (3) business days from receipt of notice from Landlord within which to notify Landlord in writing of Tenant's acceptance of such offer to add such space to the Premises on such improved economic terms and otherwise as set forth in this Section 33. Tenant's first refusal rights set forth in this Section 33 are expressly subject and subordinate to the rights of any third parties existing as of December 1, 2002, to lease any space on the sixteenth (16th) through twenty-fourth (24th) floors of the Building, whether pursuant to options to extend or expand, rights of first offer or first refusal, or otherwise, and Landlord represents to Tenant that Exhibit C attached to the Second Lease Amendment dated as of December 1, 2002 between Landlord and Tenant, describes such parties and such prior rights. It shall be a condition of Tenant's right to exercise an option to add space under this Section 33 that Tenant not be in monetary default or in default under any other material term, covenant or condition of this Lease (in any event beyond the expiration of any applicable cure period) at the time it notifies Landlord of the exercise of Tenant's ROFR (such option to add such space to the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (Premises or upon the "ROFR Negotiation Period") after the effective date of such ROFR Notice with respect option. The right of first refusal contained in this Section 33 is personal to the terms Orbitz, LLC and to those successors of Orbitz, LLC to whom this Lease is assigned pursuant to Section 15.H hereof and may not be exercised by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day periodbenefit of any other party. This Section 33 shall be deemed deleted from the Lease and shall be of no further force and effect as of December 1, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied2012."

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) So long as this Lease remains is still in full force and effect, and subject to the ROFR Conditions (iihereinafter defined), which Landlord may waive, in its discretion, at any time, but only by notice to Tenant, if after the eighteenth (18th) there full month of the Term Landlord shall receive a bona fide expression of interest from another tenant of the Building or a prospective tenant (each a “Prospect”) to lease space in the Building contiguous to the Premises, as the same may be relocated pursuant to Section 29 hereof (the “ROFR Space”), which Landlord intends to accept, or if Landlord shall make a bona fide written offer to a Prospect to lease the ROFR Space which is acceptable to such Prospect, Landlord shall so notify Tenant in writing (“Landlord’s ROFR Notice”), identifying the space Landlord proposes to lease to the Prospect and the terms and conditions (the “Terms”) on which Landlord proposes to lease the ROFR Space to the Prospect (which may include a term whose expiration date is not coterminous with the Term applicable to the space then outstanding an uncured Event of Default of Tenant under this Leaseconstituting the Premises demised hereby, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) in which case the ROFR Space shall not be deemed part of the r.s.f Premises for purposes of Section 2(b)). Tenant may, by giving notice to Landlord (the “ROFR Acceptance”) within five (5) business days after Landlord’s ROFR Notice, irrevocably elect to lease the ROFR Space on the Terms. If Tenant shall have so elected to lease the ROFR Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of the PremisesROFR Space to Tenant on the Terms and, except as otherwise provided in or inconsistent with the Terms, on the terms and conditions then and thereafter applicable to the Premises initially demised hereunder. If Tenant shall not elect to lease the ROFR Space within the aforesaid five business-day period, then Tenant shall have a continuing right of first refusal ("ROFR") no further rights under this Section 39 and Landlord shall thereafter be free to lease any officeor all of the ROFR Space to the Prospect or any other third party or parties from time to time on such terms and conditions as it may deem appropriate, research or laboratory space in it being agreed that time is of the Complex then owned by essence with respect to the exercise of Tenant’s rights under this paragraph. The provisions hereof shall not apply if Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), shall intend either (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third partyparty pursuant to the terms of a lease in effect as of the date of this Lease or to any entity controlling, controlled by or under common control with Landlord or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying the ROFR Space, The “ROFR Conditions” are that, as of the date of the ROFR Acceptance, there shall exist no default of Tenant, and Tenant Vidara Therapeutics Inc. (DE) (or any successor by Merger, or any Affiliate) shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether actually occupy the provisions of this Section have been satisfiedentire Premises.

Right of First Refusal. Provided that at In addition to the time Tenant exercises its Tenant’s rights under Section -2- herein during the period commencing upon acceptance of this Offer to Lease and throughout the Term and any renewal(s) or extension(s) thereof (save and except with respect to the 12th Loyalty Management Group Canada Inc. — Offer to Lease 400 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx floor of the Building for which the period shall commence on the date the Additional Premises have been determined pursuant to Section 10.18: 2.(b) hereof and only if the Additional Premises as so determined do not consist of the 12th floor of the Building and shall continue throughout the balance of the Term and any renewal(s) or extension(s) thereof), and subject to any rights in existence as of August 29, 2005 in favour of tenants of the Building as of August 29, 2005 and the respective successors and assigns of such tenants (i) this Lease remains which existing rights in full force and effectfavour of such tenants have been disclosed to Tenant), (ii) there Tenant shall, provided it is not then outstanding in default, have an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing ongoing right of first refusal ("ROFR") to lease all or any office, research or laboratory part of any office space that is located on the 12th through 18th floors in the Complex then owned by Landlord Building to a maximum of 35,396 square feet of Rentable Area (the “Right of First Refusal”). During the period commencing upon acceptance of this Offer to Lease and during the Term of Tenant’s lease with Landlord, or Landlord's Affiliate any renewal(s) or extensions thereof (collectively, save and except with respect to the "ROFR Space"12th floor of the Building for which the period shall commence on the date the Additional Premises have been determined pursuant to Section 2.(b) hereof and only if the Additional Premises as so determined do not consist of the 12th floor of the Building and shall continue throughout the balance of the Term and any renewal(s) or extension(s) thereof), (a) which may become available for if Landlord receives an acceptable written bona fide offer from an arm’s length third party to lease after the initial term all or any part of any lease(s) for office space that is located on the ROFR Space12th through 18th floors in the Building, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by then Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall will notify Tenant in writing of the terms of such acceptable written offer to lease (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due “Acceptable Offer to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR SpaceLease”). Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which from receipt of such notice to accept unconditionally exercise its Right of First Refusal, in writing, delivered to Landlord, to lease that portion of the Building covered by the Acceptable Offer to Lease on the same terms and conditions as provided for in such offer, less any commissions. Any person dealing It is understood and agreed that the term of any space leased under this Right of First Refusal will be coterminous with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord the Term for the Leased Premises, and any renewal(s) or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedextension(s) thereof.

Right of First Refusal. (a) Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force no default has occurred and effectis then continuing pursuant to Article 13, (ii) there is not then outstanding an uncured Event of Default the creditworthiness of Tenant under this Leaseis then reasonably acceptable to Landlord, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent originally named herein (75%or a Permitted Transferee under Section 11.02 hereof) 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 r.s.f of the PremisesRefusal Space now or hereafter leased by such other tenant, then Tenant shall have a continuing an on-going right of first refusal ("ROFR"“Refusal Option”) to lease any office, research or laboratory additional space in the Complex then owned by Landlord Building located contiguous to the Leased Premises as shown crosshatched on the attached Exhibit E (“Refusal Space”). Prior to entering into any lease that includes all or Landlord's Affiliate (collectively, any portion of the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Refusal Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the "Availability Notice") at least ten (10) months in advance material terms of the expected date upon which Bona Fide Offer and such other terms as are herein provided. If the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior Bona Fide Offer includes space in the Building in addition to the stated termination of a lease for ROFR Refusal Space, Landlord's Availability Notice then the Refusal Space shall be sent deemed to Tenant promptly after Landlord becomes aware include, and this Refusal Option shall be deemed to apply to, all of the expected date of availability of such ROFR Spacespace included in the Bona Fide Offer. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within after Tenant receives Landlord’s Notice in which to send notify Landlord in writing of its election to Landlord notice of lease the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to Refusal Space upon the terms by which Tenant would lease the ROFR Space from set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in subsection (c) below, this Refusal Option shall be void and of no further force or refuses effect, and Landlord shall be free to send lease the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Refusal Space to a third party within such 180-day period, the bona fide offeror or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured no Event of Default of Tenant under this Leasehereunder shall have occurred, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) beginning on the date hereof, if all or any portion of the r.s.f of the Premises, then Tenant RFR Premises (as hereinafter defined) shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for leasing and if Landlord shall seek to lease after a portion of the initial term RFR Premises to a Person (the "Offeror") other than Tenant and is in receipt of any lease(sa written offer (the "Offer") for from the ROFR SpaceOfferor to lease such portion of the RFR Premises to the Offeror, as any which Offer Landlord desires to accept, Landlord, before accepting the Offer, shall send to Tenant written notice (the "Offer Notice") of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(sOffer. Tenant, solely by notice in writing to Landlord received by Landlord within twelve (12) thereof calendar days after receipt of the Offer Notice by Tenant, may agree to lease such portion of the RFR Premises (the "Right of First Refusal"), and if Tenant makes such agreement, Landlord shall lease and Tenant shall take such portion of the RFR Premises (which portion of the RFR Premises shall be deemed a portion of the Quinton Demised Premises) upon all the terms and conditions set forth xx xxx Offer Notice (including, without limitation, all terms and conditions set forth in the Offer Notice with respect to the Rent, Landlord's Work and the duration of the Lease Term with respect to such portion of the RFR Premises). If Tenant for any reason fails to duly and timely exercise the Right of First Refusal, Landlord shall be free to lease such portion of the RFR Premises to the Offeror on terms no more favorable than those specified in the Offer Notice. If Landlord shall not enter into a lease with the Offeror on terms no more favorable than those specified in the Offer Notice, or (b) which may become available for lease upon the expiration or termination of lease(s)the lease with Offeror if Landlord shall so enter into a lease, including extensions and renewals thereof, entered into by Tenant's Right of First Refusal with respect to such portion of the RFR Premises shall be reinstated. Landlord after Tenant has failed or declined to further agrees that if Landlord shall enter into a lease with Offeror as permitted hereunder, Tenant's Right of such ROFR Space. Landlord First Refusal shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior be null and void as to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable space leased to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation PeriodOfferor. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions For purposes of this Section have been satisfied.provision, "

Right of First Refusal. Provided that at Omeros has not been in default under the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force terms and effect, (ii) there is not then outstanding an uncured Event conditions of Default of Tenant under this Lease, and Omeros shall have, during the Initial Term, the Extended Term or the Renewal Term (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premisesas defined in section 3.5 below, then Tenant shall have if renewal is exercised), a continuing continuous right of first refusal ("ROFR"the “Right of First Refusal’”) to lease any officeor all of the space located on the 26th floor of the Building (the “Right of First Refusal Space”). Omeros’ right to lease the Right of First Refusal Space is subject and subordinate to all leases and options on the Right of First Refusal Space in existence as of the date of this Agreement, research or laboratory space in all of which leases and options are identified on Exhibit 1 attached hereto, and, notwithstanding anything contained herein to the Complex then owned by Landlord or Landlord's Affiliate contrary, shall terminate nine (collectively9) months prior to the end of the Extended Term if Omeros has not exercised its Option to Renew under Section 3.5 below. If at any time during the Initial Term, the "ROFR Space"Extended Term or the Renewal Term (if renewal is exercised), Landlord shall receive a bona fide offer from any third-person to lease any portion of the Right of First Refusal Space, which offer Landlord shall desire to accept, then Landlord shall promptly provide Omeros with written notice thereof specifying the portion of the Right of First Refusal Space covered by such offer. Omeros may, within three (3) business days thereafter, elect to lease such portion of the Right of First Refusal Space, on the terms set forth below, by giving Landlord written notice thereof within such three (3) business day period. If Omeros elects to lease such portion of the Right of First Refusal Space in accordance with the provisions of this Section, Omeros’ lease of such portion of the Right of First Refusal Space shall be on the same terms and conditions as those set forth in this the Lease as amended by this Agreement with respect to the initial Premises, except that (a) which may become available for lease after commissions shall be based on the per square foot amount paid by Landlord with respect to this Agreement and shall be prorated based on the number of months left in the initial term of any lease(sTerm using a straight line amortization schedule, and (b) Basic Rent for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms portion of the initial lease(sRight of First Refusal Space leased by Omeros shall be at the rate then in effect for the Premises including any periodic adjustments provided for under the Lease. In the event Omeros exercises its Right of First Refusal, the applicable portion of the Right of First Refusal Space shall (a) thereof if during the Initial Term of the Lease, be directly leased to Omeros on terms consistent with those set forth in the Lease as amended by this Agreement, or (b) which may become available for lease upon if during the expiration Extended Term or termination of lease(sthe Renewal Term (if renewal is exercised), including extensions become part of the “Premises” under the Lease, and renewals thereofin either case shall be leased for a term running concurrently with the Extended Term or, entered into by if renewal is exercised, the Renewal Term, and Rent with respect to the such space shall commence to be due and payable, on the date Landlord after Tenant has failed or declined delivers such space to enter into a lease Omeros free of other tenants and occupants (the “Right of First Refusal Commencement Date”). Failure of Omeros to exercise its Right of First Refusal with respect to any portion of the Right of First Refusal Space within the prescribed time shall waive Omeros’ right as to that portion of the Right of First Refusal Space with respect to such ROFR Space. offer and Landlord shall notify Tenant in writing (have the "Availability Notice") at least ten (10) months in advance right to lease such portion to the third-party making the offer. If Omeros duly and timely exercises its Right of First Refusal with respect to any portion of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination Right of a lease for ROFR Space prior to the stated termination of a lease for ROFR First Refusal Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Noticeand Omeros shall, Tenant shall have within ten (10) business days within which to send to Landlord notice after Omeros exercises its Right of First Refusal, enter into a direct lease (if during the exercise of Tenant's ROFR (the "ROFR Notice"Initial Term), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen or an amendment to this Lease (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180Extended Term or the Renewal Term) day period following incorporating the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Right of First Refusal Space which was leased by Omeros upon the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedset forth above.

Right of First Refusal. Provided Subject to the last sentence of this paragraph, in addition to the rights granted to Agent and the Lenders pursuant to Section 2.13 hereof, Borrower, Holdings and Parent Entity hereby agree that, if at any time prior to the date that at all of the time Tenant exercises its rights under this Section 10.18: Revolving Advances, all accrued and unpaid, costs, fees and expenses relating to the Revolving Advances, and all accrued and unpaid interest (iincluding any Revolving Advance Prepayment Additional Interest and Additional Interest) this Lease remains relating to the Revolving Advances have been indefeasibly paid in full force in cash and effectthe Revolving Loan Commitments terminated, Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity shall have obtained a bona fide third-party offer (iithe “Third-Party Offer”) there is not then outstanding an uncured Event (for the avoidance of Default doubt, a bonafide, fully negotiated and executed term sheet delivered by the applicable lender to Borrower, Holdings or any Subsidiary of Tenant under this LeaseBorrower, and Holdings or Parent Entity, as applicable, together with a commitment letter, if any, shall qualify as a “Third-Party Offer” hereunder) for any refinancing of the Revolving Loans or any similar ABL or borrowing base (iiihowever described) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent revolving financing (75%including in the form of a repurchase agreement transaction) of Leases to be originated, acquired or otherwise held by Holdings, Borrower, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity that is formed for the r.s.f purpose of originating Leases, Borrower, Holdings or Parent Entity shall, in writing within five (5) Business Days of receipt of such offer, promptly inform Agent (such writing to Agent is referred to herein as the Premises“First Refusal Offer”) of such Third-Party Offer and the terms and conditions of such Third-Party Offer (and, then Tenant if such Third-Party Offer is in writing, shall have attach a continuing copy of such Third-Party Offer to such First Refusal Offer) and, in such First Refusal Offer, shall offer to Agent a right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any respect of such lease(s) may be extended financing or renewed pursuant to refinancing. Agent’s right of first refusal shall grant Agent the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s)right to, including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days after the receipt of such First Refusal Offer, deliver a writing to Borrower, Holdings and Parent Entity (the "ROFR Negotiation Period"“Acceptance”) after stating that Agent and Lenders agree to extend such financing on Material Terms which shall be the same or more favorable (taken as a whole) to the applicable borrower than the Material Terms of financing under such Third-Party Offer (as such Material Katapult SPV-1 LLC – Loan and Security Agreement Terms were communicated to Agent by Borrower, Holdings or Parent Entity or such Affiliate), it being agreed and understood that, with respect to any such Third-Party Offer, the (i) aggregate principal amount, (ii) pricing (including, without limitation, interest rate, closing, commitment, structuring, arrangement or similar fees and original issue discount) and payment and prepayment terms and conditions, (iii) term and/or duration, (iv) financial covenants, borrowing base or availability, (v) events of default, (vi) material conditions to closing and borrowing, (vii) operational covenants, including as to debt, liens, investments, prepayments and repayments of other debt, use of proceeds, dividends and distributions, reporting, access to cash, and (viii) collateral and transaction structure (with respect to any financing, such material terms are referred to as “Material Terms”). Upon receipt of the Acceptance by Borrower, Holdings or Parent Entity, Agent and one or more of the Lenders or their respective Affiliates, on the one hand, and Borrower, Holdings, Parent Entity or the applicable Subsidiary, on the other hand, shall, in good faith negotiate an agreement for such financing on the terms set forth in such Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent set forth in (or incorporated by reference) in the Acceptance). If Agent shall have declined to exercise its right under such First Refusal Offer, or shall have failed to timely respond within fifteen (15) Business Days to such First Refusal Offer or shall have offered a counterproposal to Borrower, Holdings or Parent Entity in respect of such First Refusal Offer, Borrower, Holdings, Parent Entity or such applicable Subsidiary shall be free to close such Third-Party Offer within one hundred twenty (120) days of the date of such ROFR Notice First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Offer (as communicated to Agent). If Borrower, Holdings, Parent Entity or such applicable Subsidiary shall have failed to so close such financing within said one hundred twenty (120) days or if the material terms of such financing are modified from the description of such terms in the Third-Party Offer, then a new right of first refusal for the benefit of Agent with respect to such financing shall immediately arise. Borrower, Holdings and Parent Entity agree to inform any Person making a Third-Party Offer of Agent’s and Xxxxxx’s rights under this Section 6.16 in respect thereof. Notwithstanding the foregoing, the rights granted to Agent and the Lenders pursuant this Section 6.16 shall not apply following the Public Company Transition Date with respect to any Third-Party Offer for a bond issuance, public securitization or a syndicated corporate credit facility. For the avoidance of doubt, any refinancing of the Class A Obligations with a financing similar in nature to the terms by which Tenant would lease of this Agreement shall be subject to a right of first refusal under this Section 6.16. Borrower and Holdings covenant and agree not to form, or consent to or otherwise acquiesce in the ROFR Space from Landlord. If Tenant fails formation of, any Affiliate, or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree otherwise use any Subsidiary existing on the lease terms for the ROFR Space within such fifteen (15) day periodClosing Date, thereupon Landlord mayto originate, at acquire or finance any time during the one hundred eighty (180) day period following the expiration Leases in circumvention of the ROFR Negotiation Period, lease all or any portion intent of the ROFR Space which was the subject of the Availability Notice to any third party on terms covenants, agreements and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation obligations set forth in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied6.16.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18Section: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured no Event of Default of Tenant under this Lease, and (iiiii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five has not assigned or subleased (or agreed to assign or sublease) more than fifty percent (7550%) of the r.s.f of rentable floor area then comprising the Premises, and, (iii) at least two Lease Years have elapsed under the Term of this Lease, then Tenant shall have in the event that Landlord receives any written offer (an "Offer") from any third party (a continuing right of first refusal ("ROFRThird Party Offeror") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate Building which may thereafter become available to lease (collectively, the "ROFR Available Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify furnish Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to with a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice") offering Tenant the option to lease such Available Space on the terms and conditions specified in the Offer (a "Right of First Refusal"), in which . In the event Landlord and Tenant shall negotiate in good faith for a period elects to exercise its Right of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice First Refusal with respect to any such Available Space, Tenant shall send to Landlord notice of such election together with a certified or bank check in the terms by which amount of one twelfth (1/12) of the annual fixed rent rate for said Available Space (as set forth in the Offer) and said Available Space shall thereafter be leased to Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable set forth in the Offer. In the event such notice and check are not sent to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which after the ROFR Notice with respect to accept any such offerAvailable Space, or if after giving notice of election of its Right of First Refusal with respect, to any such Available Space, Tenant shall fail to perform its obligation to lease such Available Space, then Landlord may retain the deposit delivered by Tenant and may lease said Available Space to the Third Party Offerer, or any affiliate thereof, upon the terms and conditions contained in the Offer. Any person dealing with ROFR such Available Space may without further inquiry conclusively rely upon a representation in a certificate or notice of lease of the Landlord or Landlord's Affiliate its successors in title to said Available Space as to whether or not the provisions of this Section section have been satisfied.

Right of First Refusal. Provided that at During the time Term and upon the terms and conditions set forth in this Section, Landlord grants to Tenant exercises its rights under this Section 10.18: the right and option (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFROption") to lease any office, research or laboratory first floor space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) Building and which may become becomes available for lease after during the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing Extend Term (the "Availability NoticeOption Space") on the same terms and conditions (including but not limited to the Base Rent and TI), for the duration of the Extended Term as are then applicable to the Premises provided Tenant has given Landlord at least ten (10) months in advance of the expected date upon which the ROFR business days notice that it desires to lease an Option Space will become that becomes available, provided however, that if ROFR then in such case Landlord shall offer the Option Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, and thereafter Tenant shall have five business days to commit in writing to lease all, and only all, of the Option Space on substantially the same terms and conditions as contained herein, except the term shall be for a period of not less than three (3) years from the date Tenant takes occupancy and rent and TI allowance shall be negotiated in good faith by the Parties to the . extent they extend the original Term. To the extent TI covers the time period of the original Term then the TI shall be that same as set forth herein, except TI shall be prorated on a straight line basis. In the event Tenant so commits to lease the Option Space, Landlord and Tenant shall, use good faith efforts to enter into a new lease (or an amendment to this lease) for the Option Space within 10 business days thereafter. In the event Landlord and Tenant fail to enter into such a lease within that ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, Tenant shall be deemed to have waived the Option and this paragraph shall be null and void. To the extent any Option Space is available at any time during the one hundred eighty (180) day period following the expiration execution of the ROFR Negotiation PeriodLease, Landlord agrees to provide Tenant with written notice upon receipt or oral request for a proposal to lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Option Space to a third party within such 180-day period, or if party. Landlord proposes has previously granted a First Option on any space in the building to offer Cisco. Tenant acknowledges that this Option is subservient to Cisco's Option. To the ROFR Space extent Cisco exercises it's Option for space on the first floor Landlord shall not be obligated to lease to a third party on terms Tenant and conditions more favorable to such third party than shall not be in default of its obligations hereunder. Except as set forth above, all other Terms and Conditions of the final terms offered to Tenant during above described Lease and Extension and Modifications shall remain the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, same and Tenant shall have five (5) business days within which to accept such offerin full force and effect. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.LANDLORD: CB Partners Limited Partnership By: /s/ James A. Carney ------------------- James A. Carney TENAXX: By: /s/ Douglas Karl ------------------- Its President

Right of First Refusal. Provided that If, at any time or from time to time during the time Tenant exercises terms of this Agreement, Yale desires to purchase, lease or otherwise acquire one or more additional Leksell Gamma Knife units for use or operation within the State of Connecticut, Yale shall provide to GKF no less than sixty (60) days prior written notice of its rights under intended purchase, lease or acquisition (the “Option Notice”). In the event Yale's desire is to lease any such Leksell Gamma Knife, for sixty (60) days following GKF's receipt of the Option Notice, GKF shall have the exclusive option and right to purchase, lease or acquire such Leksell Gamma Knife and to lease such Leksell Gamma Knife to Yale on the same terms and conditions as are set forth in this Section 10.18: Agreement. In the event Yale's desire is to acquire any such Leksell Gamma Knife other than by lease, for sixty (60) days following GK.F's receipt of the Option Notice, GKF shall have the exclusive option and right to so acquire such Leksell Gamma Knife jointly with Yale. Exercise of the foregoing option by GKF shall be accomplished by giving written notice of exercise (the “Exercise Notice”) to Yale dated on or before the expiration of sixty (60) days following receipt of the Option Notice by GKF. Within ninety (90) days following receipt of the Exercise Notice by Yale, (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of with respect to the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s)Leksell Gamma Knife by Yale, including extensions GKF and renewals thereof, entered into by Landlord after Tenant has failed or declined to Yale shall enter into a lease of such ROFR Space. Landlord shall notify Tenant agreement on the same terms and conditions as are set forth in writing this Agreement, or (the "Availability Notice"ii) at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the acquisition of such Leksell Gamma Knife other than by lease, GKF and Yale shall enter into such other agreement pertaining to such acquisition on terms by which Tenant would lease and conditions as shall be mutually agreed upon between GKF and Yale, provided that in the ROFR Space from Landlord. If Tenant fails or refuses to send event the ROFR Notice or if Landlord and Tenant parties are unable to agree on upon the lease terms for the ROFR Space and conditions of such other agreement within such fifteen 90-day period, the pa1iies shall submit the matter to arbitration as set forth in Section 29(e) below. In the event GKF fails to exercise its option within such sixty (1560) day period, thereupon Landlord mayYale may purchase, at any time during lease or acquire such Leksell Gamma Knife independent of GKF, provided that such purchase, lease or acquisition shall be limited only to the one hundred eighty (180) day period following Leksell Gamma Knife unit referenced in the expiration Option Notice. The parties agree that a violation of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied11.1 may be enforced by way of an action for preliminary and permanent injunctive relief since monetary damages may be difficult to ascertain.

Right of First Refusal. (a) Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force no Default has occurred and effectis then continuing, (ii) there the creditworthiness of Tenant is not then outstanding an uncured Event of Default less than that of Tenant under as of the Commencement Date of this LeaseLease (unless Tenant’s creditworthiness is then otherwise reasonably acceptable to Landlord), and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent originally named herein (75%or its Permitted Transferee) remains in possession of the r.s.f 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 PremisesRefusal Space now or hereafter leased by such other tenant, then Tenant shall have a continuing an on-going right of first refusal ("ROFR"“Refusal Option”) to lease any office, research or laboratory additional space in the Complex then owned by Landlord Building located contiguous to the Leased Premises as shown crosshatched on the attached Exhibit E (“Refusal Space”). Prior to entering into any lease that includes all or Landlord's Affiliate (collectively, any portion of the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Refusal Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the "Availability Notice") at least ten (10) months in advance material terms of the expected date upon which Bona Fide Offer and such other terms as are herein provided. If the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior Bona Fide Offer includes space in the Building in addition to the stated termination of a lease for ROFR Refusal Space, Landlord's Availability Notice then the Refusal Space shall be sent deemed to Tenant promptly after Landlord becomes aware include, and this Refusal Option shall be deemed to apply to, all of the expected date of availability of such ROFR Spacespace included in the Bona Fide Offer. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within after Tenant receives Landlord’s Notice in which to accept notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such offer. Any person dealing with ROFR written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Refusal Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord to the bona fide offeror or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedany other third party.

Right of First Refusal. Provided that at In the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there event the Sublessee is not then outstanding an uncured Event in default of Default of Tenant under this LeaseSublease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant Sublessee shall have a continuing one-time right of first refusal to lease the space at 0000 Xxxxxxx Xxxxx comprising approximately 38,284 square feet ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR First Refusal Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant subject to the terms approval of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s)Master lessor, including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on same terms and conditions no more favorable to such third party than as contained in this Sublease, save that rent shall be the final terms offered by Landlord to Tenant during then Fair Market Rental Rate, as defined below. Upon written notice from the ROFR Negotiation Period. If Landlord has not leased Sublessor of the ROFR Space to a third party within such 180-day periodavailability of 0000 Xxxxxxx Xxxxx, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant Xxxxxxxxx shall have five (5) business days to exercise its right of first refusal, whereupon Sublessor and Sublessee will enter into a new lease for the First Refusal Space ("New Lease"). Promptly following the exercise of the right of first refusal, the parties shall meet and endeavor to agree upon the Fair Market Rental Rate of the First Refusal Space as of the first day of the New Lease. If within which thirty (30) days after the exercise of the right of first refusal, the parties cannot agree in the Fair Market Rental Rate, the parties shall submit the matter to accept such offerbinding appraisal in accordance with the following procedure: Within sixty (60) days after exercise of the right of first refusal, the parties shall either (a) jointly appoint an appraiser for this purpose or (b) failing this joint action, separately designate a disinterested appraiser. Any No person dealing with ROFR Space may without further inquiry conclusively rely shall be appointed or designated an appraiser unless he or she has at least five (5) years experience in appraising major commercial property in Santa Xxxxx County and is a member of a recognized society of real estate appraisers. If, within thirty (30) days after their appointment, the two appraisers reach agreement on the Fair Market Rental Rate, that value shall be binding and conclusive upon the parties. If the two appraisers thus appointed cannot reach agreement on the question presented within thirty (30) days after their appointment, the appraisers thus appointed shall appoint a representation in third disinterested appraiser having like qualifications. If within thirty (30) days after the appointment of the third appraiser, a certificate majority of Landlord or Landlord's Affiliate as the appraisers agree on the Fair Market Rental Rate, that value shall be binding and conclusive upon the parties. If within thirty (30) days after the appointment of the third appraiser, a majority of the appraisers cannot reach agreement on the question presented, then the three appraisers shall each submit their independent appraisal to whether the provisions parties, and the appraisal farthest from the median of this Section have been satisfied.the three

Right of First Refusal. Provided that at Landlord hereby grants to Tenant, during the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effectInitial Term only, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal with respect to that space on the fourteenth (14th) floor of the Building containing approximately 5,843 rentable square feet known as Suite 1400 outlined on Exhibit "ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate A-4" attached hereto and made a part hereof (collectively, the "ROFR First Refusal Space"), . Notwithstanding the foregoing (ai) which may become available for lease after the initial term such first refusal right of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon Tenant shall commence only following the expiration or earlier termination of lease(s)(A) any existing lease pertaining to the First Refusal Space, including extensions and renewals thereof(B) as to any First Refusal Space which is vacant as of the date of this Lease and for which Tenant did not exercise its right of first refusal hereunder, the first lease pertaining to any portion of such First Refusal Space entered into by Landlord after Tenant has failed or declined to enter into a lease the date of such ROFR Space. Landlord shall notify Tenant in writing this Lease (collectively, the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR NoticeSuperior Leases"), including any renewal or extension of such existing or future lease, whether or not such renewal or extension is pursuant to an express written provision in which event Landlord such lease, and Tenant regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, and (ii) such first refusal right shall negotiate in good faith for a period be subordinate and secondary to all rights of fifteen expansion, first refusal, first offer or similar rights granted to (15A) days the tenants of the Superior Leases and (B) any other tenant of the Project (the rights described in items (i) and (ii), above to be known collectively as "ROFR Negotiation PeriodSuperior Rights"), and (iii) after such right of first refusal shall not be triggered by the date lease of space in the Building by Landlord to an existing tenant in the Project in connection with the relocation of such ROFR Notice with respect to existing tenant's premises in the terms by which Tenant would lease the ROFR Space from LandlordProject. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree Tenant's right of first refusal shall be on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation set forth in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied2.5.

Right of First Refusal. Provided that (a) Borrower hereby agrees that, if at any time prior to the time Tenant exercises its rights ROFR Termination Date (as defined below), Borrower, Parent or their Affiliates shall have obtained a bona fide third-party offer (the “Third-Party Securitization Offer”) to enter into a securitization transaction in respect of assets meeting the criteria necessary to be Receivables under this Section 10.18: Agreement that Borrower, Parent or their Affiliates wish to pursue, Borrower or such Affiliates shall, in writing within five (i5) this Lease remains in full force Business Days of receipt of such offer, inform Agent (for the benefit of the Lenders and effect, Agent will notify the Lenders) (ii) there such writing to Agent is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%referred to herein as the “Securitization First Refusal Offer”) of such Third-Party Securitization Offer and the r.s.f terms and conditions of the Premisessuch Third-Party Securitization Offer (and shall attach a copy of such Third-Party Securitization Offer to such Securitization First Refusal Offer) and, then Tenant in such Securitization First Refusal Offer, shall have offer to Lenders a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any respect of such lease(s) may be extended or renewed pursuant to securitization transaction. Lender’s right of first refusal shall grant Lenders the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s)right, including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days Business Days, (or, if good faith negotiations are ongoing, twenty (20) Business Days) after the receipt of such Securitization First Refusal Offer, to deliver a writing to Borrower, Parent or such Affiliates (the "ROFR Negotiation Period"“Securitization Acceptance”) after stating that Lender(s) agree to enter into such securitization transaction on economic and material non-economic terms which shall be the same or more favorable to the Borrower, Parent, Originator or their Affiliates than the corresponding terms under such Third-Party Securitization Offer (as such material terms were communicated to Agent by Borrower or included (or excluded) in the Third-Party Securitization Offer, including any specific material conditions (if any) in respect of due diligence, documentation or conditions precedent set forth in such Third-Party Securitization Offer). Upon receipt of the Securitization Acceptance by Borrower or such Affiliates, one or more Lenders or their respective Affiliates, on the one hand, and Borrower or such of their Affiliates, on the other hand, shall, in good faith enter into an agreement for such transaction on the terms set forth in such Securitization Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent). If such Lenders have declined to exercise its right under such Securitization First Refusal Offer, or shall have failed to respond to such Securitization First Refusal Offer or shall have offered a counterproposal to Borrower in respect of such Securitization First Refusal Offer, Lenders shall in each such case be deemed to have declined to exercise its right under such Securitization First Refusal Offer and the Borrower and its Affiliates shall be free to close such Third-Party Securitization Offer within one hundred fifty (150) days of the date of such ROFR Notice Securitization First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Securitization Offer so long as such transaction does not otherwise violate this Agreement. If Borrower or such Affiliates shall have failed to so close such transaction within said one hundred fifty (150) days or if the material terms of such transaction are materially modified from the description of such terms in the Third-Party Securitization Offer, then a new right of first refusal for the benefit of Lenders with respect to such transaction shall immediately arise subject to the terms by which Tenant would lease the ROFR Space from Landlordhereof. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day periodAs used herein, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.“

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) The rentable area of the r.s.f building of which the Premises, then Tenant shall have Demised Premises is a continuing right of first refusal part and which is outlined in green upon Exhibit D is currently vacant ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Unoccupied Space"). Landlord does hereby grant Tenant a first right of refusal to lease that available space, (a) which may become available for lease after the initial term of or any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals portion thereof, entered into by Landlord after Tenant has failed comprising approximately 3,806 (+ or declined to enter into a lease of such ROFR Space-) square feet, on the following terms and conditions. Landlord shall notify provide Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to with a termination copy of a lease for ROFR Space prior bona fide offer to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject aforesaid 3,806 (+ or -) square feet of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation PeriodUnoccupied Space. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have Within five (5) business days thereafter Tenant, if it so elects, may choose by written notice to Landlord to lease the same portion of the Unoccupied Space on the same terms and conditions as said offer, except as set forth below. If Tenant timely exercises its right of first refusal, ("exercise date") and if the conditions referred to elsewhere herein are satisfied, the Demised Premises as defined in ARTICLE 1 PREMISES-TERM OF LEASE shall thereupon be expanded to include the subject portion of the aforesaid 3,806 (+ or -) square feet of Unoccupied Space and Tenant's ARTICLE 2 TENANT'S PRO RATA PORTION OF THE BUILDING shall thereupon be expanded to that percentage which is equivalent to a fraction, the numerator of which is the total square feet of floor space of the Demised Premises expanded to include the said additional Demised Premises and the denominator of which is the total square feet of rentable floor space of the building of which the Demised Premises is a part, and ARTICLE 5 SECURITY DEPOSIT BY TENANT shall thereupon be supplemented to constitute an amount equal to one (1) months rent for the Demised Premises as so expanded, and Net Basic Rent shall thereupon be increased in accordance with the terms and conditions of said offer for the additional Demised Premises. Should Tenant not provide written notice to Landlord as above within the aforesaid five (5) day period, this right of first refusal and any and all other claims of the Tenant to rights in all or any portion of the aforesaid 3,806 (+ or -) square feet of Unoccupied Space shall be deemed irrevocably waived by Tenant. Time is of the essence. If the "exercise date" is on other than the first day of the month, rent (Net Basic Rent and Additional Rent) for the month during which to accept such offerexercise takes place shall be apportioned. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate If the first right of Landlord or Landlord's Affiliate refusal is timely exercised as to whether the provisions above, then except as set forth above, all other terms, covenants and conditions of this Section Lease shall apply to the additional Demised Premises. Tenant shall not have been satisfiedany right of first refusal except as hereinabove set forth, and Tenant shall be deemed to have waived irrevocably this right of first refusal should it be in default after applicable cure period of any Lease covenant at the time its exercise is due hereunder or shall fail to cure the same after applicable cure period if at the time of exercise the cure period has not expired and/or should it not be in occupancy of the Demised premises at the "exercise date" other than during the period prior to Tenant's initial occupancy of the Demised Premises. This right of first refusal is not assignable by Tenant.

Right of First Refusal. Provided (A) Landlord agrees that at during the time Tenant exercises its rights under this Section 10.18: initial four (i4) this Lease remains years of the Primary Term, prior to entering into any new lease with a prospective new tenant for any portion of the Thirteenth (13th) Floor in full force and effectthe Building, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space") Landlord shall, provided Tenant has not assigned the Lease to a person or entity other than an Affiliate or sublet more than fifty percent (50%) of the Rentable Area of the Premises under the Lease to a person or entity other than an Affiliate for the remainder of the Primary Term, first notify Tenant in writing of its intention to do so, which notice shall set forth the rent, terms and other conditions upon which such lease is intended to be consummated with such prospective tenant, except Tenant must lease the space coterminous with the Primary Term ("Landlord's Notice"), . Landlord's Notice shall also include "as built" floor plans (a) which may become available for lease after the initial term of any lease(sif available) for the ROFR Space, as any of and Landlord shall provide Tenant with the opportunity to view such lease(s) may be extended or renewed pursuant ROFR Space prior to the terms Refusal Notice Date (as hereinafter defined). The foregoing right of first refusal granted to Tenant shall be continuous and recurring during the initial four (4) years of the initial lease(sPrimary Term. Tenant shall have a period of five (5) thereof or (b) which may become available for lease upon Business Days following the expiration or termination giving of lease(s)Landlord's Notice to notify Landlord, including extensions and renewals thereofin writing, entered into by Landlord after Tenant has failed or declined of its election to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (for the "Availability Notice") at least ten (10) months in advance of the expected date upon which the applicable ROFR Space will become availableas a tenant upon the rent, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, terms and conditions set forth in Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR NoticeRefusal Notice Date"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses shall notify Landlord in writing of its election to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms enter into such Lease as a tenant for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have said five (5) business days within which Business Day period, Landlord shall deliver and Tenant shall execute a modification of this Lease mutually acceptable to accept Landlord and Tenant incorporating the rent, terms and conditions as set forth in Landlord's Notice to Tenant with respect to such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation to the additional premises, and Tenant's Security Deposit, if any, currently held by Landlord shall be increased in a certificate proportionate amount. Time is of Landlord or Landlordthe essence with respect to Tenant's Affiliate as exercise of its right to whether the provisions of this Section have been satisfiedfirst refusal.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have Lessor hereby grants to Lessee a continuing right of first refusal ("“ROFR"”) to lease space on the 10th and 13th Floors of the Building (“ROFR Space”). Lessee’s ROFR shall be triggered by Lessor’s receipt of a signed letter of intent or proposal from a bona fide third party (“Offer”), which shall include without limitation any office, research request from another tenant for an extension or laboratory space expansion of its occupancy. Lessor shall notify Lessee and include in such notification a copy of the Complex then owned by Landlord or Landlord's Affiliate Offer (collectively, the "“ROFR Space"), (aNotice”) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant Lessee shall have ten (10) business days within which to send to Landlord notice of from the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date receipt of such ROFR Notice to accept the terms and conditions specified in the ROFR Notice. If Lessee declines to exercise its ROFR, Lessor will receive a six (6) month period to complete a lease with said third party. If Lessor is not able to execute a lease with said third party after six (6) months, Lessee shall once again have the ROFR on the ROFR Space. If Lessee accepts the terms and conditions specified in the ROFR Notice, Lessee and Lessor shall execute an amendment to this Lease, adding the ROFR Space and the terms and conditions of the ROFR Notice applicable to such ROFR Space. In no event shall such ROFR be triggered by another tenant’s exercise of any rights provided for in its respective lease. In addition to the foregoing ROFR, in the event space becomes available on the 10th Floor and Xxxx Xxxxxx, DDS (“Xxxxxx”) exercises his right of first refusal for such space, Lessor shall notify Lessee. Upon request by Lessee (which request must be made within ten (10) business days of receiving such notice from Lessor), Lessor agrees to exercise its right to relocate Xxxxxx under the following conditions: (i) suitable space is available in the Building to relocate Xxxxxx, (ii) Lessor and Xxxxxx mutually agree upon the terms and conditions of such relocation, (iii) Lessee exercises its right of first refusal with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third partyspace, and Tenant shall have five (5iv) business days within which Lessee agrees to accept such offer. Any person dealing pay all costs associated with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate the relocation of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedXxxxxx.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Leaseshall have, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premisesis hereby granted, then Tenant shall have a continuing right of first refusal to lease (the "ROFRRight of First Refusal") the Temporary Leased Premises and any portion of the First Floor (the "ROFR Premises"). Tenant may exercise the Right of First Refusal only if at the time of exercise or thereafter, (i) no event of default then exists under the Lease Agreement and remains uncured and (ii) Tenant is in possession of the Long-Term Leased Premises. If Landlord receives a bona fide third party proposal to lease any officeof the ROFR Premises that Landlord desires to accept, research or laboratory space in Landlord will contemporaneously submit a 39 of 51 proposal to Tenant upon the Complex then owned by Landlord or Landlord's Affiliate same terms (collectively, the a "ROFR SpaceRefusal Lease Proposal"). Tenant shall have a period of seven (7) business days after receipt of a Refusal Lease Proposal to irrevocably and unconditionally exercise, (a) which may become available for by written notice to Landlord, its Right of First Refusal to lease after the initial term of any lease(s) for the ROFR Space, as any Premises which is the subject of such lease(s) may be extended or renewed pursuant to the Refusal Lease Proposal upon the terms of the initial lease(sRefusal Lease Proposal; provided that all other terms contained in this Lease Agreement shall apply. If Tenant does not exercise a Right of First Refusal within such seven (7) thereof business day period , the Right of First Refusal shall be waived with respect to such space. If Landlord does not receive written notice from Tenant of its exercise of the Right of First Refusal within said seven (7) business day period or Tenant expressly rejects the Refusal Lease Proposal, Tenant's Right of First Refusal shall terminate with respect to that particular ROFR Premises. Upon request of Landlord at any time after exercise by Tenant of the Right of First Refusal, Tenant shall execute and deliver to Landlord an amendment to the Lease specifying (a) the commencement date, (b) which may become available the Base Rent schedule for lease upon the expiration or termination of lease(s)ROFR Premises, including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease (c) the rentable area of such ROFR Space. Landlord shall notify Tenant in writing Premises, (d) the "Availability Notice"revised Tenant's pro rata share and (e) at least ten (10) months in advance any other terms applicable to Tenant's lease of the expected date upon which the ROFR Space will become availablePremises, provided however, that if ROFR Space becomes available due to a termination but an otherwise valid exercise of a lease for ROFR Space prior to the stated termination Right of a lease for ROFR Space, Landlord's Availability Notice First Refusal shall be sent fully effective, whether or not such amendment is executed. ATTACHMENT D-1 WORK LETTER TO LEASE AGREEMENT BETWEEN Xxxxxxxx Land Ltd. AND Soliton Inc. This Rider sets forth the respective obligations of, and the procedures to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Noticebe followed by, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith the design and construction of those improvements for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord Tenant's use and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration occupancy of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180Long-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedTerm Leased Premises.

Right of First Refusal. Provided that at the time Tenant exercises In consideration of Rock of Ages acceptance of its rights under this Section 10.18: (i) this Lease remains in full force appointment as Missouri Red's exclusive sales distributor of MRG and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f merger of Keystone Memorials, Inc., a Georgia corporation, into Rock of Ages pursuant to an Agreement and Plan of Reorganization dated on or about the date hereof to which Missouri Red is a party and the importance of the PremisesMRG to Rock of Ages, then Tenant shall have Missouri Red hereby grants Rock of Ages a continuing right of first refusal ("ROFR") on any sale or other disposition by it of any of its quarries, land, buildings, or equipment and Oglexxx, xxe current owner of all of the outstanding capital stock of Missouri Red, hereby grants to lease Rock of Ages, on his own behalf and on behalf of the Oglexxx Xxxily, a right of first refusal on any officesale or other disposition, research other than a gift or laboratory space transfer to a member of the Oglexxx Xxxily or to a trust for the benefit of a member of the Oglexxx Xxxily by him or any successor to him in ownership of said capital stock in the Complex then owned by Landlord or Landlord's Affiliate (collectivelyOglexxx Xxxily, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was capital stock of Missouri Red. In the subject event of any proposed bona fide sale or other disposition by Missouri Red or any member of the Availability Notice Oglexxx Xxxily of the assets or stock of Missouri Red which is subject to any third party on this Section 8, they agree to give Rock of Ages written notice of the same (hereinafter referred to as the "Rights Notice") and of the terms and conditions no more favorable of the proposed sale or other disposition. Rock of Ages will have ninety (90) days after receipt of a Rights Notice to such third party than indicate in writing to the final sender of the Rights Notice (the "Sender") its exercise of its right of first refusal with respect to the transaction described in the Rights Notice (the "Acceptance Notice"). Within thirty (30) days of receipt of the Acceptance Notice, the Sender will schedule a closing and notify Rock of Ages in writing thereof. At the closing the stock or asset being sold by the Sender will be purchased by Rock of Ages on the terms offered set forth in the Rights Notice and the Sender will sell to Rock of Ages the stock or asset being sold free and clear of any rights, charges, encumbrances or liens so that Rock of Ages will receive good and marketable title thereto at the closing. Missouri Red agrees to execute an instrument in writing satisfactory to Rock of Ages to record the existence of Rock of Ages' right of first refusal set forth herein in each Registry of Deeds or other appropriate recording office for each country and city in which Missouri Red owns real estate. Oglexxx xxxl notify Rock of Ages in writing of any disposition of Missouri Red capital stock not subject to Rock of Ages right of first refusal set forth in this Section. Oglexxx xxxo agrees that a legend satisfactory to Rock of Ages shall be applied to all Missouri Red capital stock certificates evidencing the right of first refusal granted to Rock of Ages by Landlord Oglexxx xx that all future holders thereof will take and hold their shares of capital stock in Missouri Red subject to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall right of first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedrefusal set forth herein.

Right of First Refusal. Provided that at Notwithstanding anything to the time contrary contained in this Section 1.5, the first refusal rights granted to Tenant exercises its below in this Section 1.5 shall be applicable with respect to any space located on the fifth (5th) floor of the Building which Tenant does not then lease as of the date (the “5th Floor First Refusal Start Date”) on which Xxxxxx’s expansion rights under this Section 10.18: 1.4 above expire without Tenant having exercised such rights with respect to the entire fifth (i5th) floor. During the period (the “First Refusal Period”) from the date of execution of this Lease remains in full force and effect, (iiwith respect to any First Refusal Space located on the sixth (6th) there is not then outstanding an uncured Event floor of Default the Building) or the First Refusal Start Date (with respect to any First Refusal Space located on the fifth (5th) floor of Tenant under this Leasethe Building), and continuing until the later of (iiiA) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) the last day of the r.s.f one hundred sixth (106th) month of the Premisesinitial Lease Term and (B) the last day of the initial Lease Term if, then as of the date in clause (A) hereinabove, Tenant properly exercised its option to extend the initial Lease Term for the first Option Term pursuant to the Extension Option Rider, Tenant shall have a continuing the ongoing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned Building which is other than the initial Premises and any Expansion Space thereafter leased by Landlord or Landlord's Affiliate Tenant pursuant to Section 1.4 above (collectively, the "ROFR “First Refusal Space"”), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant all in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice accordance with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section 1.5. Tenant’s first refusal rights set forth in this Section 1.5 are and shall at all times be superior to any first offer, first refusal and other expansion rights granted by Landlord to any tenants of Building D. Notwithstanding the foregoing to the contrary, with respect to the sixth (6th) floor of the Building, only, the First Refusal Period shall end, and Tenant shall no longer have been satisfiedany first refusal or other rights (and Landlord shall no longer have any obligations) pursuant to this Section 1.5 with respect to the sixth (6th) floor of the Building, as of the date Tenant delivers to Landlord Xxxxxx’s First Offer Notice to lease the entire sixth (6th) floor of the Building pursuant to Section 1.6 below.

Right of First Refusal. (a) Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force no default has occurred and effectis then continuing (beyond any applicable notice and cure period), (ii) there is not then outstanding an uncured Event of Default the creditworthiness of Tenant under this Leaseis the same or better than as of the date hereof or otherwise then reasonably acceptable to Landlord, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventyoriginally 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 pre-five percent existing rights of other tenants to the Refusal Space (75%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 r.s.f of the PremisesRefusal Space now or hereafter leased by such other tenant, then Tenant shall have a continuing an on-going right of first refusal ("ROFR"“Refusal Option”) to lease any office, research or laboratory additional (space in the Complex then owned by Landlord Building located contiguous to the Leased Premises as shown crosshatched on the attached Exhibit D (“Refusal Space”). Prior to entering into any lease that includes all or Landlord's Affiliate (collectively, any portion of the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Refusal Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the "Availability Notice") at least ten (10) months in advance material terms of the expected date upon which Bona Fide Offer and such other terms as are herein provided. If the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior Bona Fide Offer includes space in the Building in addition to the stated termination of a lease for ROFR Refusal Space, Landlord's Availability Notice then the Refusal Space shall be sent deemed to Tenant promptly after Landlord becomes aware include, and this Refusal Option shall be deemed to apply to, all of the expected date of availability of such ROFR Spacespace included in the Bona Fide Offer. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within after Tenant receives Landlord’s Notice in which to accept notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such offer. Any person dealing with ROFR written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in subsection (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Refusal Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord to the bona fide offeror or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedany other-third party.

Right of First Refusal. Provided that at the time As long as Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of in default and Tenant under this Lease, and has not been in monetary default two (iii2) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of times during the r.s.f of the Premises, term then Tenant shall have a continuing an ongoing right of first refusal ("“ROFR"”) to lease any officeup to 9,562 square feet on the first (1st) floor; provided, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due Landlord shall be obligated and entitled to a termination comply with any rights of existing tenants. Tenant’s right of first refusal may be exercised only upon Landlord’s presentation to Tenant of a third party’s offer (“Offer”) to lease for ROFR Space prior space containing the relevant terms satisfactory to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Noticesuch Offer, Tenant shall have ten seven (107) business days within in which to send accept or reject said Offer (a failure to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"respond within said period shall be deemed a rejection), in which event Landlord and . Should Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Periodreject said Offer, Landlord shall be relieved of any further rights of first re-offer the ROFR Space to offer; should Tenant hereunder before accept said Offer, Landlord may offer the ROFR Space to any third party, and Tenant shall have will within five (5) business days, prepare an amendment to the Lease (the “Amendment”) reflecting the third party’s terms and Tenant will execute the Amendment within ten (10) days within which following the receipt of such Amendment. The commencement date of the ROFR space shall be the earlier of (i) the third party’s commencement date or (ii) thirty (30) days after the execution of the Amendment. This ROFR shall (a) be subject to accept such offerthe Landlord’s approval of Tenant’s current financial conditions of Tenant being that of the same or better quality as of the date of the signing of the Lease and (b) shall not be valid if Tenant has subleased or assigned any portion of the Leased Premises. Any person dealing Landlord agrees to offer the ROFR premises on the first floor at the same rate as the outlined herein with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate tenant improvement allowance of Landlord or Landlord's Affiliate as to whether $15.00 per square foot. The allowance shall be pro-rated based on the provisions remaining term of this Section have been satisfiedthe lease at the time of Tenant’s exercise of said right.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term Provided Tenant is not in default of its obligations under this Lease beyond any lease(s) for the ROFR Space, as any applicable notice and cure periods and provided Tenant has not assigned this Lease (other than a permitted assignment to an Affiliate of such lease(s) may be extended Tenant or renewed a transaction expressly permitted without Landlord’s consent pursuant to the terms Section 11.02 of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(sthis Lease), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease sublet all or any portion of the ROFR Space which was Demised Premises (other than a permitted sublease to an Affiliate of Tenant) and is itself in occupation and conducting business in the subject whole of the Availability Notice Demised Premises in accordance with the terms of this Lease, Tenant expressly acknowledging and agreeing that the rights contained herein are personal to the original named Tenant, Landlord agrees, that prior to entering into a new lease for any space in the Building on or after the third party on (3rd) anniversary of the Commencement Date (other than extensions or renewals of then existing leases), Landlord shall, provided Tenant is not in default of this Lease, first notify Tenant in writing, in the manner provided in Article 32 of the Lease, of its intention so to do, which notice shall set forth the rent, terms and other conditions no more favorable upon which such lease is intended to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Periodbe consummated (“Landlord’s Notice”). If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have a period of five (5) business days following the giving of Landlord’s Notice to notify Landlord, in writing, in the manner provided in Article 34 of the Lease, of its election to enter into a lease for such additional premises upon the rent, terms and conditions set forth in Landlord’s Notice. If Tenant shall notify Landlord in writing of its election to enter into such lease as tenant for the additional premises within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon the said five (5) day period, Landlord shall deliver and Tenant shall execute a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions modification of this Section have been satisfiedlease incorporating the rent, terms and conditions as set forth in Landlord’s Notice to Tenant with respect to the additional premises. Time is of the essence with respect to Tenant’s exercise of its right of first refusal.

Right of First Refusal. Provided that at Landlord grants Tenant the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR"the “Right of First Refusal”) to lease any office, research or laboratory adjacent space in the Complex then owned by Landlord or Landlord's Affiliate Building, as depicted on attached Exhibit G (collectively, the "“ROFR Space"”), (a) which may on the basis set forth in this Section 1.10, if the ROFR Space become available during the Term and any Extension Term. Prior to executing a lease with a bona fide third party for lease after the initial term any of any lease(s) for the ROFR Space, Landlord shall deliver to Tenant a written notice (the “Offer Notice”) identifying a proposed lease or letter of intent that Landlord is willing to accept subject to this Right of First Refusal. Tenant has 10 days after receipt of the Offer Notice within which to notify Landlord of its election to exercise its Right of First Refusal as any to such space. If a notice of rejection, or if no notice, is received by Landlord within said 10-day period (such lease(s) may be extended or renewed pursuant lack of timely notice deemed a rejection), then such a rejection by Tenant shall terminate this Right of First Refusal as to the terms of space described in the initial lease(s) thereof or (b) which may become available for lease upon Offer Notice, thereby allowing the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into and execute a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was with said third party upon the subject same, or substantially the same, terms and provisions set forth in the Offer Notice. This Right of First Refusal is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being agreed such right is not appurtenant to the Premises or this Lease; upon a Transfer of the Availability Notice Lease by Tenant, this Section 1.10 is null and void. Tenant’s right to any third party exercise its Right of First Refusal is conditioned on: (i) there not being an Event of Default by Tenant at the time it exercises the right or on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased date that Tenant’s occupancy of the ROFR Space is scheduled to commence; (ii) Tenant not having vacated or subleased a third party within such 180-day periodmaterial portion of the Premises or assigned its interest in the Lease at the time it exercises the right; and (iii) there being at least 9 months remaining on the Term. Notwithstanding the foregoing, or if Landlord proposes there are less than 9 months remaining on the Term and an option to offer extend the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered Term is available to Tenant during hereunder, Tenant may, at Landlord’s option, exercise the ROFR Negotiation Period, Landlord shall first re-offer Right of First Refusal provided that Tenant simultaneously exercises said option to extend the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedTerm.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of in default hereunder, Landlord hereby grants Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventya one-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing time right of first refusal ("ROFRFirst Refusal Right") to lease any officelease: (a) the space on the first floor in Building 2 comprising approximately 12,518 rentable square feet and the space on the second floor of Building 2 comprising approximately 12,759 rentable square feet all as shown on EXHIBIT A-2 attached hereto, research or laboratory and (b) the space in the Complex then owned by Landlord or Landlord's Affiliate located at 330 Commerce ----------- comprising approximately 53,360 rentable square feet as shown on EXHIBIT A-3 ----------- (collectively, "First Refusal Space") in accordance with and subject to the provisions of this Section 2.4 At any time following receipt by Landlord of a bona fide letter of intent proposal or other written proposal setting forth terms upon which Landlord is willing to 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 (the "ROFR Economic Terms") upon which Landlord has tentatively agreed with such third party to lease the First Refusal Space. It is understood that should Landlord have tentatively agreed to lease other space in addition to the First Refusal 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 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 (aii) which may become available for above. Should Tenant decline, or be deemed to have declined, to lease after the initial term of any lease(s) for Designated First Refusal Space as provided in the ROFR Spaceforegoing, as any of such lease(s) may Landlord shall be extended free thereafter to lease the Designated First Refusal Space plus or renewed pursuant to the terms of the initial lease(sminus ten percent (10%) thereof or to any third party within the one hundred twenty (b120) days following the notice of Economic Terms upon material terms which may become available for lease upon are substantially the expiration or termination of lease(s), including extensions and renewals thereof, entered into by same as the Economic Terms. In the event Landlord after Tenant has failed or declined to does not enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (for the "Availability Notice") at least Designated First Right Space plus or minus ten percent (10%) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space thereof within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty twenty (180120) day period following upon material terms which are substantially the expiration of same as the ROFR Negotiation PeriodEconomic Terms, lease all or any portion of the ROFR Space which was the subject of the Availability Notice then prior to any third party on terms and conditions no more favorable to leasing such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Designated First Right Space to any third party, and Landlord shall repeat the procedure of offering such space to Tenant shall have five (5) business days within which to accept such offer. Any person dealing in accordance with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section. Once Landlord has offered any such First Refusal Space to Tenant and then enters into a lease for such Designated First Refusal Space plus or minus ten percent (10%) thereof, within the following one hundred twenty (120) days, Tenant's rights under this Section have been satisfiedwith respect to the space so leased shall terminate. Should Tenant timely elect to lease the Designated First Refusal Space, Landlord shall 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 ten (10) business days. Tenant's failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant's commitment to lease the Designated First Refusal Space, to lease such space to a third party, and/or to pursue any other available legal remedy. If Tenant fails to comply with any of the provisions of this paragraph, Tenant's First Refusal Right herein granted shall be thereupon extinguished. Any attempt to assign or transfer any right of interest created by this Section other than in connection with a transfer not requiring Landlord's consent pursuant to Section 9.4 hereof shall be void from its inception.

Right of First Refusal. Provided that at no uncured Default exists on the time date Tenant exercises its rights under this Section 10.18: First Refusal Right (ias defined herein) this Lease remains in full force and effect, or upon the commencement of the lease term for the ROFR Space (ii) there is not then outstanding an uncured Event of Default of Tenant under this Leaseas defined herein), and (iii) provided that Tenant and/or Tenant's Affiliates are is then occupying at least seventy-five ninety percent (7590%) of the r.s.f originally leased Premises for the permitted use, if during the Term of the Premisesthis Lease, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex Building which is contiguous to space then owned leased by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become Tenant becomes available for lease after the initial term of any lease(s) for the ROFR Spacelease, as any of such lease(s) may be extended which shall exclude space subject to rights or renewed pursuant expansion options granted to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space other tenants prior to the stated termination execution hereof and renewals of a lease for existing leases as set forth on Exhibit H (hereinafter the “ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"”), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect then prior to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer leasing the ROFR Space to any third party, Landlord shall offer to lease such space to Tenant upon the terms and conditions as proposed by such third party and acceptable to Landlord as evidenced by a signed letter of intent between Landlord and said third party (the “First Refusal Right”), provided, however, if Tenant exercises the First Refusal Right other than during the last three (3) years of the Term hereunder, the term for the ROFR Space shall be coterminous with the remainder of the Term for the Premises. The term for the ROFR Space if Tenant exercises the First Refusal Right during the last three (3) years of the Term shall be as set forth in the signed letter of intent. Tenant shall have five a period of seven (57) business days within after receipt of Landlord’s notice in which to accept such the Landlord’s offer. Any person dealing If Tenant does not timely exercise its rights with respect to the ROFR Space specified in Landlord’s notice, Landlord may lease the ROFR Space to such third party on substantially the same terms offered to Tenant, and shall have the right to continue to do so for the next ensuing nine (9) months without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether again complying with the provisions of this Section paragraph or affording Tenant the right to exercise the First Refusal Right with respect to the ROFR Space specified in Landlord’s notice, unless, however, the financial terms of the agreement with the third party differ by more than ten percent (10%), in which event Landlord shall again comply with the notice requirements of this Article 35. If Tenant elects to exercise the offer, Landlord and Tenant shall execute and deliver an amendment to this Lease reflecting the terms of the ROFR Space, which amendment will be executed and delivered promptly after Tenant exercises the First Refusal Right, provided, however, Tenant may make modifications to the space plan for the ROFR Space to accommodate the needs of Tenant provided such modifications shall not increase the cost to Landlord for any tenant improvements set forth in the signed letter of intent. Tenant’s First Refusal Right shall be available only if, as of the date of Landlord’s notice of offer, Tenant (i) shall not be in material Default under the Lease beyond the applicable period for notice and cure; (ii) shall not have been satisfiedsublet more than twenty-five percent (25%) of the Premises nor assigned its interest in the Lease in either event to any unrelated third party nor abandoned the Premises. Except as expressly set forth herein to the contrary, the Monthly Base Rent applicable during the Lease term shall be at the rate set forth in a bona fide letter of intent executed between Landlord and the third party interested in leasing the ROFR Space, for a lease term scheduled to commence when the ROFR Space will be added to the Premises. Tenant must take all of the ROFR Space offered and may not elect to lease only a part thereof.

Right of First Refusal. Provided that At any time during the Lease Term or an ---------------------- Option Term, as hereinafter defined, of which there remains at least three (3) or more years before (5) years remain in the time Tenant exercises its rights under this Section 10.18: (i) this initial Lease remains in full force Term, and effect, (ii) there provided Lessee is not then outstanding an uncured Event of Default of Tenant under this Leasein default hereunder, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant Lessee shall have a continuing continual right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability NoticeOffer Right") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of any space in the ROFR Space which was Building not included in the Demised Premises (the "Offer Space") subject of to the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Periodhereof. If Landlord has not leased the ROFR Space to Lessor receives a bonafide offer from a third party within ("Third Party Offeror") to lease the Offer Space, Lessor shall first send Lessee notice of such 180-offer to lease such Offer Space (the "Proposed Offer"). Lessee shall have seven (7) business days subsequent to receipt by Lessee of such notice from Lessor (the "Offer Date") during which to exercise its option to lease the Offer Space subject to the same terms and at the then annual base rental rate in effect under this Lease, including rental increases at the same rate of annual increase (i.e. 2%) for the term of such extension, and shall include an additional Lessee's Improvement Allowance, as defined below, to be calculated by multiplying twenty eight cents ($.28) by the product of: (i) the square footage of the Offer Space and (ii) the balance of years remaining in the then current Term or Option Term, as the case may be, and paid in accordance with Paragraph 4 of this Rider to Lease. Within said seven (7) business day period, Lessee shall by notice to Lessor accept or reject the Proposed Offer. In the event Lessee accepts the Proposed Offer, Lessor and Lessee shall promptly execute an amendment to this Lease to include the Offer Space within the Demised Premises under the Proposed Offer, commencing the later of: (a) thirty (30) days from the Offer Date or (b) on the Lease Commencement provided for in the Proposed Offer, except that all of the terms of this Lease shall apply for the Offer Space. In the event Lessee does not accept the Proposed Offer, or if Landlord proposes Lessee fails to offer notify Lessor of its intent within the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five seven (57) business days within which review period, Lessee shall be deemed to accept such offer. Any person dealing with ROFR have rejected the Offer Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as and Lessor shall be free to whether lease the provisions of this Section have been satisfiedOffer Space to the Third Party Offeror on any terms.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing The following right of first refusal shall become effective only upon the first date on which both of the following have occurred ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "“ROFR Space"), Effective Date”): (a) which may become available for lease after the initial term earlier of any lease(s(i) for the ROFR Space, as any satisfaction and discharge of such lease(sall of the outstanding 8 5/8% Senior Secured Notes due 2018 (the “Notes”) may be extended or renewed pursuant to the terms and conditions of the initial lease(sIndenture, Page 14 dated as of January 25, 2011, by and between the Exide and Xxxxx Fargo Bank, National Association or (ii) thereof or the repayment of such Notes in full at maturity and (b) which may become available for lease upon the expiration or earlier of (i) the termination of, and repayment in full of lease(sall obligations under, the Credit Agreement, dated as of January 25, 2011 (the “Credit Agreement”), including extensions by and renewals thereofamong Exide Technologies, entered into by Landlord after Tenant has failed Exide Global Holding Netherlands C.V., various financial institutions named therein, and Xxxxx Fargo Capital Finance, LLC, as administrative agent or declined to enter into a lease (ii) the amendment, restatement or replacement of such ROFR SpaceCredit Agreement such that this right of first refusal is permitted thereunder. Landlord shall notify Tenant in writing During the five (the "Availability Notice"5) at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day year period following the expiration ROFR Effective Date, if a bona fide offer is received from a third-party prospective buyer for all or a portion of the ROFR Negotiation PeriodBowtie Parcel, lease then Exide shall notify the City in writing and offer the Bowtie Parcel to the City at the price and upon the same or better terms as named by the prospective buyer. City shall have thirty (30) days from receipt of such notice or until the City’s next regularly scheduled City Council meeting, whichever is longer, to consider this offer, and if the City accepts, City shall have one hundred and twenty (120) days to close. If the City does not exercise this right, Exide shall then have the right to sell all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable Bowtie Parcel to such third party than prospective buyer on the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on same terms and conditions more favorable as contained in the bona fide offer delivered to such third party than the final terms offered City. The City may shorten or eliminate any applicable time periods in this paragraph by waiving or declining in writing to Tenant during exercise the ROFR Negotiation Period, Landlord shall City’s right of first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant refusal. The City shall have five (5) business days within which the right to accept such offerassign its right of first refusal to the EDC and/or the CDC. Any person dealing with ROFR Space may without Exide further inquiry conclusively rely upon agrees to consider in good faith any offer by the Frisco Parties, from time to time, to purchase all or a representation in a certificate portion of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.Bowtie Parcel. 7.5

Right of First Refusal. Provided that Tenant is not in uncured default at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effectof exercise, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing an on-going right of first refusal (the "ROFR") on unleased portions of the Adjoining Floor Space (as defined in Paragraph 5 of this Exhibit "E") (such unleased portions being hereinafter collectively referred to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, as the "ROFR Space"), . Upon receipt of written notice from Landlord (aan "ROFR Notice") which may become available for that a third party has made a bonafide written offer to lease after the initial term of all or any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease marketable portion of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance , such notice including, without limitation, a copy of the expected date upon which the ROFR Space will become available, provided howeversuch third party offer, that if ROFR Space becomes available due Landlord intends to a termination of a accept, Tenant shall respond to Landlord within seven (7) business days as to whether it intends to lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by If Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would indicates that it will not lease the ROFR Space from Landlord. If offered in the ROFR Notice, or if Tenant fails to respond within said seven (7) business day period, Landlord may proceed to lease such ROFR Space to a third party or refuses parties on terms which shall not be more favorable to send the ROFR Notice or if Landlord tenant than as set forth in the third party offer, and Tenant are unable shall have waived its right to agree on the lease terms for the such ROFR Space, provided that Landlord leases such ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the days thereafter. If Landlord fails to so lease such ROFR Negotiation PeriodSpace, lease all or any portion of the then such ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms must again be offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space pursuant to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder this paragraph before Landlord may offer the lease such ROFR Space to any parties other than Tenant. If Tenant indicates that it will lease such ROFR Space offered, Tenant and Landlord shall execute an amendment to this Lease for such ROFR Space within ten (10) days of Tenant notifying Landlord of its intention to lease such ROFR Space, such amendment to be on the same terms set forth in such third partyparty offer; excepting, however, that (a) the term for such ROFR Space shall be coterminous with the term for the original Premises under this Lease (but in no event less than three (3) years as to such ROFR Space), and Tenant (b) the tenant improvement allowance set forth in such third party offer shall have five (5) business days within which be adjusted on a prorata basis to accept such offer. Any person dealing reflect the adjustment in the term of said third-party offer made necessary to make said term coterminous with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of term for the original Premises under this Section have been satisfiedLease.

Right of First Refusal. Provided With respect to space that becomes available for lease to third parties on the floor of the Building which is directly adjacent to the floor(s) of the Premises (the “Reserved Area”), Tenant shall have an ongoing right of first refusal during the Lease Term (as the same may be extended pursuant to the Extension Option Rider attached hereto), as more particularly set forth in this Section 1.4. Notwithstanding the foregoing (i) the lease term for Tenant’s lease of the Expansion Area (as defined below) pursuant to Tenant’s exercise of the right of first refusal shall commence only following the expiration or earlier termination of (A) any existing lease pertaining to the Expansion Area (the “Existing Leases”), and (B) if the Expansion Area is vacant as of the date of this Lease, the first lease pertaining to the Expansion Area entered into by Landlord after the date of this Lease (collectively, the “Superior Leases”), including any renewal or extension of any such existing or future lease, whether or not such renewal or extension is pursuant to an express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, and (ii) such first refusal right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to (X) the tenants of the Superior Leases, and (Y) any other tenant of the Real Property which right exists as of the date hereof (the rights described in items (i) and (ii), above to be known collectively as “Superior Rights”). Subject to Superior Rights, if Landlord receives from a bona fide third party an offer (or offers to a bona fide third party the right) to lease all or any part of the Reserved Area on terms acceptable to Landlord, Landlord agrees to deliver to Tenant a notice as set forth in this Section 1.4 (the “Availability Notice”). For purposes of this Section 1.4, an email delivered to the email address set forth in Section 5 (Address of Tenant) of the Basic Lease Information (which email address for purposes of notices, shall be subject to change pursuant to Section 24.19 [Notices] below), with a confirmed receipt by Tenant or Tenant’s broker, shall be considered a delivered notice. Such Availability Notice shall set forth the rental rate and such other terms as are acceptable to Landlord in its sole discretion (which will match the terms set forth in the offer received from or delivered to such bona fide third party) (the “Expansion Terms”), and shall set forth the portion of the Reserved Area offered to the third party and any additional area in the Building included in such offer (the “Expansion Area”). If Tenant, (i) within five (5) business days after receipt of the first (1st) Availability Notice, and (ii) within three (3) business days after receipt of any future Availability Notices, indicates in writing its agreement to lease the Expansion Area on the terms and conditions set forth in the Availability Notice, the Expansion Area shall be included within the Premises and leased to Tenant pursuant to the terms and conditions of the Availability Notice and otherwise on the terms and conditions of this Lease. Accordingly, the Base Rent payable under this Lease shall be increased by the amount of Base Rent attributable to the Expansion Area and Tenant’s Share of Operating Expenses, Tax Expenses and Utilities Costs and parking allocation shall be adjusted to reflect the addition of the Expansion Area. The lease term for the Expansion Area shall, unless otherwise provided in the Availability Notice as part of the Expansion Terms therein, expire coterminously with Tenant’s lease of the Premises, but in no event shall Tenant lease the Expansion Area for a period of less than twenty-four (24) months, unless otherwise agreed by Landlord. Tenant shall take [FINAL EXECUTION COPY]SMRH:478611488.18 -2- 600 B STREETMitek Systems, Inc. 92917 35XW-244846 the Expansion Area in its “AS-IS” condition (unless otherwise provided in the Availability Notice as part of the Expansion Terms), and Tenant shall be entitled to construct improvements in the Expansion Area at Tenant’s expense, in accordance with and subject to the provisions of Article 8 (Additions and Alterations) of this Lease. The parties shall promptly execute an amendment to this Lease stating the addition of the Expansion Area to the Premises, the Base Rent adjustments and such other modifications described above. If Tenant does not indicate, within five (5) business days after receipt of the first (1st) Availability Notice, or within three (3) business days after receipt of the second (2nd) Availability Notice as set forth below (if applicable), its agreement to lease the Expansion Area, Landlord thereafter shall have the right to lease the Expansion Area to any third party; provided, however, (i) that if the net effective rent payable by another prospective tenant would be less than ninety percent (90%) of the net effective rent specified in the Availability Notice (taking into account all economic terms of the proposed lease arrangement, including rental rate, free rent, tenant improvements and other allowances and concessions), then Landlord shall re-offer the Expansion Area to Tenant in accordance with the terms of this Section 1.4 (at the net effective rent offered to such other prospective tenant), prior to proceeding with such third-party lease, and (ii) if Landlord fails to lease the space to a third party within one hundred eighty (180) days following Tenant’s election not to lease the space, Tenant’s right shall again apply (unless and to the extent Landlord is then in active negotiations with a third party, in which event such 180-day period will be extended to allow such negotiations to continue). Tenant’s rights specified in this Section 1.4 are personal to the original named Tenant hereunder executing this Lease (the “Original Tenant”), and its Affiliates permitted pursuant to Section 14.7 (Affiliated Companies/Restructuring of Business Organization) below, and may not be assigned to or exercised by any other person or entity. Tenant’s right to exercise its right of first refusal is subject to (A) no breach or default by Tenant existing under this Lease or the Sublease at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effectof Tenant’s exercise of the right of first refusal, (iiB) there is not then outstanding an uncured Event Landlord's lender’s approval of Default of Tenant under this Leasethe Expansion Terms if required, and (iiiC) Landlord’s review and approval of Tenant’s current financials upon Tenant’s exercise of its right of first refusal. Tenant and/or may exercise its right of first refusal only if Tenant's Affiliates are occupying , together with all Affiliates, continues to occupy at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space Premises in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to accordance with the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlordthis Lease. If Tenant fails or refuses to send timely exercise its rights under this Section 1.4 in accordance with the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions set forth herein, such rights shall be of no more favorable further force or effect as to such third party than the final terms offered by Landlord particular Availability Notice (but will remain in effect as to Tenant during any subsequent availability of the ROFR Negotiation Period. If Landlord has not leased Reserved Area, subject to and in accordance with the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied1.4). Time is of the essence in Tenant’s exercise of its rights hereunder.

Right of First Refusal. Provided that Sublessor shall not, at any time prior to the time Tenant exercises its expiration of the term of this Sublease, or any extension thereof, assign, sublet or otherwise transfer all or any portion of Sublessor's Remaining Space or any rights of Sublessor under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this the Master Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease or any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate interest therein (collectively, the a "ROFR SpaceSublessor Transfer"), (a) without first giving written notice thereof to Sublessee, which may become available for lease after notice is hereinafter referred to as "Notice of Transfer." The Notice of Transfer shall include the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the exact and complete terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions proposed Sublessor Transfer and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have attached thereto a photocopy of bona fide offer and counteroffer, if any, duly executed by both Sublessor and the prospective assignee, sublessee or transferee. For a period of ten (10) business days within which after receipt by Sublessee of the Notice of Sublessor Transfer, Sublessee shall have the right to send give written notice to Landlord Sublessor of Sublessee's exercise of Sublessee's right to sublet or acquire the Master Lease, or the Remaining Space or portion thereof or interest therein, on the same terms, price, rent and conditions as set forth in the Notice of Sublessor Transfer. In the event that Sublessor does not receive written notice of the Sublessee's exercise of Tenant's ROFR the right herein granted within said twenty (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (1520) day period, thereupon Landlord maythere shall be a conclusive presumption that Sublessee has elected not to exercise Sublessee's right hereunder, at any time during and Sublessor may complete the one hundred eighty (180) day period following Sublessor Transfer, on the expiration same terms set forth in the Notice of Sublessor Transfer. In the event that Sublessee declines to exercise its right of first refusal after receipt of the ROFR Negotiation PeriodNotice of Sublessor Transfer, lease all or and, thereafter, Sublessor and the prospective purchaser modify any portion of the ROFR Space which was terms or conditions of such Sublessor Transfer, or in the subject event that the Sublessor Transfer is not consummated within 160 days of the Availability date of the Notice of Sublessor Transfer, then Sublessee's right of first refusal shall reapply to any third party on terms and conditions no more favorable to such third party than said transaction as of the final terms offered by Landlord to Tenant during occurrence of the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedaforementioned events.

Right of First Refusal. Provided that at During the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event term of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) and, provided that Lessee is not in default of any of the r.s.f terms and conditions of the Premisesthis Lease, then Tenant Lessee shall have a continuing the right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was remaining unleased space in the subject Building, consisting of approximately thirty thousand (30,000) square feet ("Additional Space"), on the following terms. If during the term of this Lease, Lessor receives from a third party ("Third Party") a bona fide offer to lease all or any portion of the Availability Notice to any third party Additional Space on terms and conditions no more favorable acceptable to such third party than Lessor, in Lessor's sole discretion, as evidenced by a letter of intent or other written offer, Lessor shall notify Lessee in writing of the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable upon which Lessor would lease the Additional Space or such portion thereof to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have Third Party ("Lessor's Notice"). If Lessee does not notify Lessor in writing within five (5) business days after its receipt of Lessor's Notice of its intent to lease the Additional Space or such portion thereof on the terms and conditions stated in Lessor's Notice, or Lessor and Lessee, through no fault of Lessor, fail to execute an amendment to this Lease within which thirty (30) days after Lessee's receipt of Lessor's Notice, Lessor may thereafter lease the Additional Space or such portion thereof to accept such offerthe Third Party on the terms and conditions stated in Lessor's Notice without additional notice to Lessee. Any person dealing with ROFR If Lessor and the Third Party fail to enter into a lease for the Additional Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether if the provisions Additional Space or any portion thereof becomes available for lease again during the term of this Section Lease, Lessee shall have been satisfied.the right of first refusal to lease the Additional Space as provided herein. LESSOR LESSEE Teachers Insurance and GaSonics, Inc., a Annuity Association California corporation 730 Xxxxx Xxxxxx, Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxn: Jamex X. Xxxxxxxx Xx /s/ JAMEX X. XXXXXXXX By [SIGNATURE ILLEGIBLE] --------------------------------- --------------------------------- Its ASSISTANT SECRETARY Its President ---------------------------- ---------------------------- By --------------------------------- Its --------------------------- [MAP] EXHIBIT A EXHIBIT B WORK LETTER AGREEMENT In connection with the Tenant Improvements to be installed on the Premises the parties hereby agree as follows:

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) Beginning On The Commencement Date And ---------------------- Continuing Through The Term Of this Lease remains in full force and effectas the same may be extended, (ii) if there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) should become available for occupancy any space on the fifth floor of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal Building which Landlord has not previously leased to another party ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR First ----- Generation Offer Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant then prior to the terms of time Landlord makes or responds to ---------------------- an offer (the initial lease(s"First Generation Offer") thereof or (b) which may become available for lease upon the expiration or termination of lease(s)from a potential occupant, including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord ---------------------- shall notify Tenant in writing of the existence (but not the terms) of the First Generation Offer for the First Generation Offer Space by providing to Tenant a proposed amendment to this Lease which shall incorporate the First Generation Offer Space into the definition of Demised Premises and shall revise Section 3.1(a) to incorporate the additional rentable square feet of the Demised Premises and accordingly recalculate the Base Rent calculations (the "Availability NoticeFirst ----- Generation Amendment") at least ten (10) months ). If any tenant improvement allowance is included in advance the -------------------- First Generation Offer, such tenant improvement allowance shall be offered to Tenant; provided, however, if the term of the expected date upon which First Generation Offer is greater than the ROFR Space will become availableTerm of this Lease, provided however, that if ROFR Space becomes available due then the tenant improvement allowance offered to Tenant shall be a termination of a lease for ROFR Space prior number equal to the stated termination tenant improvement allowance in the First Generation Offer multiplied by a fraction, the numerator of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware which is the number of Lease Years remaining on the Term of this Lease and the denominator of which is the number of years in the term of the expected date First Generation Offer [Example: tenant improvement allowance in the First Generation Offer is $21.00, number of availability Lease Years remaining in the Term is 3, term of such ROFR SpaceFirst Generation Offer is 7 years: 21* (3/7) = 9]. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send accept the First Generation Offer as embodied in the First Generation Amendment in its entirety by the execution and return to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from LandlordFirst Generation Amendment. If Tenant fails or refuses does not accept the First Generation Offer in accordance with its terms by executing and returning the Amendment to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen said ten (1510) business day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR shall be free to rent such First Generation Offer Space which was the subject of the Availability Notice to any third party on such terms and conditions no more favorable as it deems appropriate. Tenant shall not be permitted to such third party accept an First Generation Offer in the event that less than one (1) year remains on the final terms offered by Landlord to Tenant during Term of this Lease, as the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord same may offer the ROFR Space to any third partybe extended, and Tenant shall have five has not exercised (5or does not exercise as allowed) business days within which its option to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether extend the provisions Term of this Section have been satisfiedLease. This right of first refusal is personal to Tenant, and is not assignable or transferable to any assignee, sublessee or successor in interest or title of Tenant, unless such assignee is a successor in interest to Tenant pursuant to a Permitted Transfer.

Right of First Refusal. Provided that 1. If at the time Tenant exercises its rights under this Section 10.18: any Qualifying Time (i) this Lease remains in full force and effectas hereinafter defined), Landlord receives a Qualifying Offer (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR"as hereinafter defined) to lease any officeall or a portion of the tenant space on the portions of first, research or laboratory space in fourth and fifth floors of the Complex then owned by Landlord or Landlord's Affiliate Building depicted on EXHIBIT A-5 hereof (collectively, the "ROFR SpaceADDITIONAL SPACE"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR SpaceLandlord desires to accept, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall so notify Tenant in writing (a "REFUSAL NOTICE") and shall (a) identify the Additional Space affected thereby (the "Availability NoticeREFUSAL SPACE"); (b) at least ten specify the rent to be paid and the allowances (10if any) to be provided for the Exercise Space (as hereinafter defined), which shall be the rent to be paid and the allowances (if any) to be provided under such Qualifying Offer which Landlord desires to accept; (c) specify the lease term for the Exercise Space which shall be (i) if such Refusal Notice is given within sixty (60) months in advance of the expected Commencement Date, coterminous with the initial Lease Term, and (ii) if such Refusal Notice is given more than sixty (60) months after the Commencement Date, such term as is provided in the Qualifying Offer Landlord desires to accept, but not expiring sooner than the expiration of the initial Lease Term; and (d) the date upon on which the ROFR Exercise Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of included in the expected date of availability of such ROFR SpacePremises. Upon receipt by Tenant of an Availability Notice, Tenant shall have Within ten (10) business days within which after Landlord delivers to send Tenant the Refusal Notice, Tenant shall notify Landlord in writing that (1) Tenant elects to Landlord notice lease at the rental rate set forth in the Refusal Notice all or a portion of the exercise of Tenant's ROFR Refusal Space, provided that Tenant must elect to lease not less than one additional full floor in the Building (the space as to which Tenant exercises its option, which if not coextensive with the Refusal Space shall be mutually agreed to by Landlord and Tenant, being hereinafter called the "ROFR NoticeEXERCISE SPACE"), in which event or (2) Tenant elects not to lease the Refusal Space. If Tenant timely elects to lease the Exercise Space, then Landlord and Tenant shall negotiate in good faith for a period execute an amendment to this Lease, effective as of fifteen (15) days (the "ROFR Negotiation Period") after the date the Exercise Space is to be included in the Premises, on the same terms as this Lease except that (x) the rentable area of the Premises shall be increased by the rentable area in the Exercise Space (and Tenant's Proportionate Share shall be adjusted accordingly), (y) the Basic Rental for such ROFR Notice with respect space shall be the rental rate set forth in the Refusal Notice, and (z) the allowances (if any) contained in the Qualifying Offer which Landlord desires to accept will be provided. If, however, Tenant does not elect within the terms by which Tenant would time and in the manner above provided to exercise said option, then Landlord may lease the ROFR Refusal Space from Landlordto third parties. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the a lease terms for the ROFR such Refusal Space is not fully executed within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period days following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five ten (510) business days within which day period mentioned above, then the Refusal Space shall again be subject to accept such offer. Any person dealing the refusal right in accordance with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the foregoing provisions of this Section have been satisfiedparagraph 1.

Right of First Refusal. Provided that at Lessee shall have the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event Right of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) First Refusal to expand into the balance of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal building ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), on the following terms and conditions: (ai) which may become available for Prior to Lessor accepting any offer to lease after the initial term of any lease(s) for the ROFR Space, as or prior to Lessor making any of such lease(s) may be extended or renewed pursuant offer to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become availableat any time during the Lease Term or any extension thereof, provided however, that if Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to lease the ROFR Space becomes available due to a termination of a lease for ROFR Space prior to on the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of terms and conditions set forth in such ROFR Spaceoffer . Upon receipt by Tenant of an Availability Notice, Tenant Lessee shall have the option, which may be exercised by written notice to Lessor at any time within ten (10) business days from the receipt of the Lessor's notice, to agree to lease the ROFR Space on the terms and conditions specified in the notice to Lessee. If Lessee fails to exercise its option within which the ten (10) business day period, Lessor shall automatically have the right to send lease the ROFR Space to Landlord such other tenant on the terms as specified in the notice, provided that Lessor executes a written lease with such tenant within six (6) months after the date of Lessor's written notice to Lessee of the offer to lease. (ii) Lessee may not expand the Premises pursuant to any right of first refusal granted by this Section 39 if Lessee is in Default as of the date of the exercise of Tenant's ROFR (the "ROFR Notice"), its option. If Lessee has committed a Default by Lessee as defined in which event Landlord and Tenant shall negotiate Section 14 or 32 that has not been cured or waived by Lessor in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after writing by the date that any expansion is to commence, then Lessor may elect not to allow the Premises to be expanded, notwithstanding any notice given by either Lessor or Lessee of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms an exercise of this right of first refusal for the ROFR Space within such fifteen Space. (15iii) day period, thereupon Landlord may, at Lessee may not expand the Premises pursuant to any time during right of first refusal granted by this Section 39 if Lessee has delivered the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Lease Termination Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third partyLessor as described in Section 1.5, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section 39 will be null and void and have been satisfied.no further force or effect. Page 17 [mission west properties/ standard lease v.4.0] Mosys draft lease 6/15/0

Right of First Refusal. Provided that (i) Tenant is not in default at the time Tenant exercises its rights under of exercise or commencement of this Section 10.18: (i) this Lease remains in full force and effectoption, (ii) there is not then outstanding an uncured Event of Default the creditworthiness of Tenant under this Leasehas not materially diminished, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (75%iv) the use of the r.s.f Leased Premises has not changed, and subject to any existing rights of other tenants to the Refusal Space (as hereinafter defined) as of the Premisesdate of this Lease, then Tenant shall have a continuing the right of first refusal ("ROFRRefusal Option") to lease any office, research or laboratory additional space in the Complex Building located on the third (3rd) floor, the fourth (4th) floor and the seventh (7th) floor ("Refusal Space") as such space becomes available for leasing during the Lease Term. This Refusal Option with respect to any space located on the third (3rd) floor of the Building shall be at the rental rates and upon such other terms as set forth in Section 18.21 during the first three years of the Lease Term. The Refusal Space on the fourth (4th) and seventh (7th) floors, and on the third (3rd) floor after the third year of the Lease Term, shall be offered to Tenant at the rental rate then owned being offered by Landlord or to a specific third party prospective tenant for such space, excluding free rent, but in no event less than the then current rental rate under this Lease, and upon such other terms as determined by Landlord's Affiliate (collectively, the "ROFR Space")provided, (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior the tenant finish improvement allowance shall be that which is being offered to the stated termination of a lease third party prospective tenant. Said allowance shall be available only for ROFR tenant finish improvements in the Refusal Space, Landlord's Availability Notice which improvements shall be sent mutually agreed upon by Landlord and Tenant, and shall not be available to Tenant promptly after Landlord becomes aware reduce or abatx xxxt in any manner or as any form of the expected date of availability of such ROFR Spacecash allowance. Upon receipt notification in writing by Tenant of an Availability NoticeLandlord that the Refusal Space or any portion thereof is available, Tenant shall have ten (10) business days within in which to send notify Landlord in writing of its election to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice")lease such Refusal Space at such rental rates and other terms described above, in which event Landlord this Lease shall be amended to incorporate such Refusal Space. In the event Tenant declines or fails to elect to lease such Refusal Space, then this Refusal Option shall automatically terminate and Tenant shall negotiate thereafter be null and void as to such space. It is understood and agreed that this Refusal Option shall not be construed to prevent any tenant in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect Building from extending or renewing its lease or exercising any other options pursuant to the terms by which Tenant would lease the ROFR Space from Landlordits lease. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day periodIn addition, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation PeriodLease Term, Landlord shall first re-offer hereby agrees to provide Tenant, upon Tenant's written request, but not more than once a month, a report indicating the ROFR Space to Tenant hereunder before Landlord may offer availability of space in the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedBuilding.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an no uncured Event of Default of by Tenant under this Leasehas occurred, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing the ongoing right of first refusal ("ROFR") to lease Suite 700. Landlord shall provide Tenant the opportunity to lease the Fourth Expansion Space prior to any officeother prospective tenants, research or laboratory space in excluding the Complex then owned by Landlord or Landlord's Affiliate (collectively, current tenant of the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Fourth Expansion Space, as any by providing Tenant with a copy of such lease(s) may be extended or renewed pursuant the first written proposal to lease the Fourth Expansion Space that is given to a bonafide, prospective tenant (the “Bonafide Proposal”). If Tenant desires to lease the Fourth Expansion Space under the terms of the initial lease(sBonafide Proposal, Tenant must (1) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by notify Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of its acceptance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware terms of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have Bonafide Proposal within ten (10) business days within which to send to Landlord notice of receipt of the exercise of Tenant's ROFR Bonafide Proposal, and (2) execute a lease amendment incorporating the "ROFR Notice"), Fourth Expansion Space into the Demised Premises on the terms and conditions contained in which event Landlord and Tenant shall negotiate in good faith for a period of the Bonafide Proposal within fifteen (15) business days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord’s receipt of Tenant’s notice. If Tenant fails to give Landlord notice of its acceptance of the terms of the Bonafide Proposal or refuses enter into a lease amendment within the prescribed time, Tenant’s right to send lease the ROFR Notice or if Fourth Expansion Space granted in this paragraph shall be suspended for Six (6) months from the time Landlord provided the copy of the Bonafide Proposal to Tenant and Tenant are unable shall have no further rights with regard to agree on the lease terms for Fourth Expansion Space during that period (the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation “Suspension Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period”). If the suspension period expires and Landlord has not yet leased the ROFR Fourth Expansion Space to a third party within such 180-day periodparty, or if Landlord proposes will once again give Tenant the next Bonafide Proposal that it offers to offer a prospective tenant and the ROFR same cycle will repeat until the Fourth Expansion Space for lease is leased to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and after which Tenant shall have five (5) business days within which no further rights to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedFourth Expansion Space.

Right of First Refusal. Provided (A) Applicable to a Transferring Investor and Key Common Holder. In the event that at a Transferring Investor proposes to Transfer Shares or a Key Common Holder proposes to Transfer Common Shares (the time Tenant exercises its rights under this Section 10.18: “Transferring Key Common Holder”) (i) this Lease remains in full force and effect, (ii) there to a Person that is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed otherwise permitted pursuant to the terms of this Agreement without the initial lease(s) thereof prior written consent of the Company and the WP X Funds or (bii) which may become available for lease upon following the expiration or termination third anniversary of lease(sthe date hereof (except in connection with Transfers pursuant to Section 3(b)(iii)), including extensions such Transferring Investor and renewals thereofTransferring Key Common Holder shall provide copies of the proposed terms of the Transfer to the Company and the Institutional Investors at least 45 days prior to consummation of the proposed Transfer (a “ROFR Notice”). The ROFR Notice shall include, entered into by Landlord after Tenant has failed or declined with respect to enter into the Transfer, at a lease minimum, the name and address of such ROFR Space. Landlord shall notify Tenant in writing the prospective third party Transferee, the number of Shares and Common Shares involved (the "Availability “ROFR Shares”), the price at which the ROFR Shares are being sold and the estimated closing date. The ROFR Shares shall be subject to a right of first refusal, first, in favor of the Company and, second, in favor of the Institutional Investors (each a “ROFR”). To exercise its ROFR, the Company must deliver a notice (an “Exercise Notice"”) at least to the Transferring Investor, the Transferring Key Common Holder and the Institutional Investors within ten (10) months in advance days of its receipt of the expected date upon ROFR Notice. The Exercise Notice shall indicate the number of ROFR Shares the Company is electing to purchase pursuant to its ROFR, which may be up to the total number of ROFR Shares. If the Company does not elect to purchase all of the ROFR Space will become availableShares, provided howeveran Institutional Investor may and, that if ROFR Space becomes available due in order to a termination of a lease for ROFR Space prior exercise its ROFR, must, deliver an Exercise Notice to the stated termination of a lease for ROFR SpaceTransferring Investor, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of Transferring Key Common Holder and the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period Company following the expiration of the Company’s ten (10) day Exercise Notice period and within twenty (20) days of its receipt of the ROFR Negotiation PeriodNotice. The Exercise Notice shall indicate the number of ROFR Shares such Institutional Investor (a “ROFR Investor”) is electing to purchase pursuant to its ROFR, lease which may be up to the total number of ROFR Shares not being purchased by the Company. If the ROFR Investors have elected to purchase more than the total number of ROFR Shares not being purchased by the Company, such ROFR Shares shall be allocated among the ROFR Investors pro rata based on a fraction, the numerator of which shall be the number of Purchased Equity Shares held by a ROFR Investor and the denominator of which shall be the number of Purchased Equity Shares held by all or any ROFR Investors. If the ROFR Investors do not elect to purchase all of the ROFR Shares not being purchased by the Company, the Transferring Investor and Transferring Key Common Holder shall sell that portion of the ROFR Space Shares which was have been subscribed for by the subject of Company and the Availability ROFR Investor(s) to the Company and such ROFR Investor(s), as applicable, and the Transferring Investor and Transferring Key Common Holder shall be free to Transfer the remaining Shares to the proposed Transferee set forth in the ROFR Notice to any third party on the terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during set forth in the ROFR Negotiation PeriodNotice for up to 180 days, at which time such unsubscribed Shares shall again be subject to a ROFR. If Landlord has not leased the consideration proposed to be paid for the ROFR Space to Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board. If the Company or a third party within such 180-day period, or if Landlord proposes to offer ROFR Investor cannot for any reason pay for the ROFR Space for lease to a third party on terms Shares specified in its Exercise Notice in the same form of non- cash consideration, the Company or such ROFR Investor may pay the cash value equivalent thereof, as determined in good faith by the Board. The closing of the purchase of ROFR Shares by the Company and conditions more favorable to such third party than any ROFR Investors shall take place by the final terms offered to Tenant during later of (i) the date specified in the ROFR Negotiation Period, Landlord shall first re-offer Notice as the intended date of the proposed Transfer and (ii) 45 days after delivery of the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedNotice.

Right of First Refusal. (a) Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force no default has occurred and effectis then continuing, (ii) there is not then outstanding an uncured Event of Default the tangible net worth of Tenant under this Leaseis then not less than $50,000,000, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent has not exercised its applicable options to expand as set forth above, and (75%iv) Tenant originally named herein or a Permitted Transferee remains in possession of the r.s.f Leased Premises, and subject to Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the PremisesRefusal Space now or hereafter leased by such other tenant, then Tenant shall have a continuing an on-going right of first refusal ("ROFRRefusal Option") to lease the Expansion Space or any office, research or laboratory other space in the Complex then owned by Landlord or Landlord's Affiliate Building (collectively, the "ROFR Space"), (a) which may become available for . Prior to entering into any lease after the initial term that includes all or any portion of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Landlord's Notice") at least ten of Landlord's receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (10"Bona Fide Offer") months in advance and setting forth the material terms of the expected date upon which Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the ROFR Space, then the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent deemed to Tenant promptly after Landlord becomes aware include, and this Refusal Option shall be deemed to apply to, all of the expected date of availability of such ROFR Spacespace included in the Bona Fide Offer. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten seven (107) business days within after Tenant receives Landlord's Notice in which to send notify Landlord in writing of its election to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from upon the terms set forth in Landlord's Notice. If Tenant declines to exercise this Refusal Option or fails or refuses to send give such written notice within the ROFR Notice or if time period required, Tenant shall be deemed to have waived this Refusal Option as to that particular instance, and thereafter, except as provided in (c) below, Landlord and Tenant are unable shall be free to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a the bona fide offeror or any other third party within such 180-day period, or if Landlord proposes to offer in accordance with the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than set out in the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedBona Fide Offer.

Right of First Refusal. Provided that at The Seller hereby grants to the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have Selling Agent a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen twelve (1512) days (the "ROFR Negotiation Period") after months from the date of such ROFR Notice with respect the Closing of the Offered Securities hereunder to be engaged as the placement agent for any public or private sale of securities of the Seller to be made by the Seller or any of its affiliates or subsidiaries. The compensation to the terms by Selling Agent for any such future placement shall be negotiated on mutually agreeable terms; provided, however that such compensation will be at fair market value rates which Tenant would lease is usual and customary in the ROFR Space from Landlordindustry. If Tenant fails or refuses the foregoing correctly sets forth the understanding between us, please indicate acceptance by signing in the space provided below for that purpose and return to send the ROFR Notice or if Landlord us a counterpart hereof so signed, whereupon this letter and Tenant are unable Selling Agent’s acceptance shall constitute a binding agreement between us. Very truly yours, VIRAGEN INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxxx (Authorized Officer) Xxxxxx X. Xxxxxx Executive VP/CFO The foregoing Selling Agreement for Viragen International, Inc is hereby accepted and agreed to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration as of the ROFR Negotiation Perioddate first above written. XXXXXX XXXXX SECURITIES, lease all or any portion INC. As Selling Agent By: /s/ Xxxxxx Xxxxxx (Authorized Officer) Xxxxxx Xxxxxx By: (Authorized Officer) Offeree Name: __________________ Offeree No.: ___________________ EXHIBIT A TERM SHEET VIRAGEN INTERNATIONAL, INC. CONFIDENTIAL TERM SHEET Up to 18,000 Units Each Unit to consist of the ROFR Space which was the subject one share of the Availability Notice Series C 24% Cumulative Preferred Stock and 200 shares of Common Stock Maximum Offering — $1,800,000 Minimum Purchase — $25,000 (250 Units) THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR THE MERITS OF THIS OFFERING, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND MAY NOT BE AN APPROPRIATE INVESTMENT FOR PERSONS WHO CANNOT AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS”. Shares(1) Price to any third party on terms and conditions no more favorable Investors Sales Commissions(2) Proceeds to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5Company(3) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.Per Unit $ 100 $ 8.00 $ 92.00 Maximum Offering $ 1,800,000 $ 144,000 $ 1,656,000

Right of First Refusal. Provided If, for any reason, any Skybound Member receives a bona-fide offer from any third party (other than a Permitted Transferee) to consummate a Transfer of all or any part of such Member’s Interests and which such Member (the “ROFR Selling Member”) elects to accept, then the ROFR Selling Member shall give written notice to the Company and the other Skybound Members of the ROFR Selling Member’s intention (the “ROFR Transfer Notice”); provided that at a Skybound Member can deliver a concurrent notice under Section 6.5 and this Section 6.2). The ROFR Transfer Notice must name and identify the time Tenant exercises proposed transferee and specify the number of Interests to be transferred (the “ROFR Offered Interests”), the price per Interest, the payment terms and all other relevant terms of the proposed Transfer with reasonable specificity. Upon receipt of the ROFR Transfer Notice, the Skybound Members (other than the ROFR Selling Member) shall have the right, but not the obligation, to collectively purchase, a proportion of the ROFR Offered Interests equal to the total number of Interests held by such Skybound Member divided by the total number of Interests held by all Skybound Members (other than the ROFR Selling Member) (such proportion, the “Skybound Pro Rata Share”) on the terms and conditions contained in the ROFR Transfer Notice; provided, however, if any Skybound Member does not wish to purchase his, her or its rights Skybound Pro Rata Share of the ROFR Offered Interests (such Members, the “ROFR Non-Purchasing Members”), then any other Skybound Member who wishes to purchase such ROFR Offered Interests may purchase such ROFR Non-Purchasing Members’ Skybound Pro Rata Share of the ROFR Offered Interest on a pro rata basis in proportion to such Skybound Members’ Skybound Pro Rata Share of such ROFR Non-Purchasing Member’s ROFR Offered Interest. If any Skybound Member(s) desire(s) to acquire all of the ROFR Offered Interests, such Skybound Member(s) shall deliver to the ROFR Selling Member within thirty (30) days after receipt of the ROFR Transfer Notice, a written election (the “ROFR Purchase Notice”) to purchase the ROFR Offered Interests. Failure of the other Skybound Member(s) to deliver the ROFR Purchase Notice within said thirty (30) day period shall be deemed an election by the other Skybound Member(s) not to purchase any portion of the ROFR Offered Interests. If the ROFR Offered Interests are to be sold under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively6.2, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any closing of such lease(s) may be extended or renewed pursuant to sale shall occur on the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such the ROFR Notice with respect Purchase Notice. Notwithstanding the foregoing, if the other Skybound Members elect not to purchase all of the ROFR Offered Interests, and the Board provides consent to the terms by which Tenant would lease proposed Transfer pursuant to Section 6.1 above, the ROFR Space from LandlordSelling Member may sell all (but not less than all) of the ROFR Offered Interests to the third party specified in the ROFR Transfer Notice (subject to the other applicable provision in this Article 6, including Section 6.5); provided, however, that the ROFR Selling Member shall not have the right to effect the proposed Transfer with a party other than the party identified in the ROFR Transfer Notice or on terms different than those contained in the ROFR Transfer Notice without first giving the other Skybound Members a new right of first refusal as described above, and if the ROFR Selling Member does not effect the proposed Transfer within sixty (60) days after the Skybound Members’ receipt of the ROFR Transfer Notice, the other Skybound Members’ right of first refusal shall reapply and the ROFR Selling Member shall not thereafter effect the proposed Transfer without complying with the above provisions. If Tenant fails or refuses the other Skybound Member(s) elect(s) to send purchase the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord mayOffered Interests, at any time during the one hundred eighty (180prior to closing of such Transfer, such Skybound Member(s) day period following the expiration may assign its right to acquire any of the ROFR Negotiation PeriodOffered Interests to the Company, lease all or any portion subject to the unanimous consent of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party Skybound Managers (other than the final terms offered Skybound Manager appointed by Landlord to Tenant during the Skybound Member holding the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third partyOffered Interests), and Tenant shall have five (5) business days within which subject to accept such offer. Any person dealing compliance with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedall applicable laws.

Right of First Refusal. Provided GENERAL. Each Investor (a "Rights Holder") has the right of first refusal to purchase such Rights Holder's Pro Rata Share (as defined below), of all (or any part) of any "New Securities" (as defined in Section 3.2) that at the Company may from time Tenant exercises its rights to time issue after the date of this Agreement. A Rights Holder's "Pro Rata Share" for purposes of this right of first refusal is the ratio of (a) the number of Investors' Registrable Securities as to which such Rights Holder is the Holder (and/or is deemed to be the Holder under this Section 10.182.1(b)), to (b) a number of shares of Common Stock of the Company equal to the sum of (1) the total number of shares of Common Stock of the Company then outstanding plus (2) the total number of shares of Common Stock of the Company into which all then outstanding Warrants and Notes are then convertible plus (3) the number of shares of Common Stock of the Company reserved for issuance under stock purchase and stock option plans of the Company and outstanding warrants and other convertible securities. New Securities. "NEW SECURITIES" shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock issued after the date hereof, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock, unless waived by PMF; PROVIDED, HOWEVER, that the term "New Securities" DOES NOT INCLUDE: shares of Common Stock issued or issuable upon (i) this Lease remains in full force and effectexercise of the Warrants, (ii) there is not then outstanding an uncured Event conversion of Default of Tenant under this Leasethe Convertible Notes, and or (iii) Tenant and/or Tenant's Affiliates are occupying at least seventyin-five percent (75%) kind payment of interest on the r.s.f December Notes; any shares of the PremisesCommon Stock issued or issuable upon conversion or exercise of currently outstanding options, then Tenant shall have a continuing right warrants or convertible securities; shares of first refusal ("ROFR") to lease any office, research Common Stock or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed Preferred Stock issued pursuant to the terms acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the initial lease(s) thereof assets, or (b) other reorganization in which may become available for lease upon the expiration Company acquires, in a single transaction or termination series of lease(s)related transactions, including extensions and renewals thereof, entered into by Landlord after Tenant has failed all or declined to enter into a lease substantially all of the assets of such ROFR Space. Landlord shall notify Tenant in writing other corporation or entity or fifty percent (the "Availability Notice"50%) at least ten (10) months in advance or more of the expected date upon which voting power of such other corporation or entity or fifty percent (50%) or more of the ROFR Space will become available, provided however, that if ROFR Space becomes available due equity ownership of such other entity; shares of the Company's Common Stock or Preferred Stock issued in connection with any stock split or stock dividend; securities offered by the Company to the public pursuant to a termination registration statement filed under the Securities Act; and securities issued or issuable under the Company's stock purchase and stock option plans approved by the Company's Board of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedDirectors.

Right of First Refusal. Provided that at Subject to the time Tenant exercises its rights under terms and conditions of Paragraph 9 above and this Section 10.18: (i) this Lease remains in full force and effectParagraph 10, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") the right, to lease any officespace that becomes available on the seventh (7th) or eighth (8th) floors of the Building, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate both of which are currently vacant (collectively, the "ROFR Right of First Refusal Space") before such space is leased to a third party ("Right of First Refusal"); provided, (a) which may become available for lease after the initial term of any lease(s) for the ROFR Spacehowever, as any of such lease(s) may be extended or renewed pursuant Tenant's rights with respect to the terms eighth (8th) floor portion of the initial lease(s) thereof or (b) which may become available for lease upon Right of First Refusal Space shall arise only after the expiration or earlier termination of lease(s), including extensions and renewals thereof, any lease for such eighth (8th) floor space which is entered into by within ninety (90) days of the date of this Amendment. Landlord after hereby warrants and represents to Tenant that no other tenant of the Building has failed or declined lease rights which are prior to enter the Right of First Refusal granted to Tenant herein other than a tenant which enters into a lease with Landlord for all or any portion of the eighth (8th) floor of the Building within ninety (90) days of the date of this Amendment. Subject to the foregoing, if Landlord receives a bona fide offer from a prospective tenant to lease all or part of the Right of First Refusal Space which Landlord is willing to accept ("Prospective Tenant") and such Prospective Tenant has requested that Landlord prepare a lease document for such space, Landlord shall give Tenant written notice of the availability of such ROFR Space. Landlord shall notify Tenant in writing space (the "Availability Notice") at least ten (10) months in advance ). As used herein, a bona fide offer shall mean that a third party has delivered to Landlord a written counterproposal and has requested that Landlord prepare a lease or similar document, outlining the terms of such party's leasing of the expected date Right of First Refusal Space. The Availability Notice shall include a copy of the bona fide offer and shall describe the space so offered to Tenant and shall set forth the Rentable Area, and the other economic terms upon which Landlord is willing to lease such space to Tenant (provided that the ROFR term offered to Tenant shall be coterminous with the existing Lease Term and if the Availability Notice is given after month 12 of the Expansion Space will become availableTerm, provided the economic package offered to Tenant, including tenant allowances, rent commencement date and construction buildout, shall not be less advantageous than what Landlord was willing to accept from the prospective tenant on a net effective rental basis; provided, however, that if ROFR the tenant improvement allowance shall be proportionately reduced based upon the length of Term remaining, and the Base Rent shall be adjusted to account for any material differences in the size of the Right of First Refusal Space becomes available due to a termination of a lease for ROFR Space prior subject to the stated termination of a lease for ROFR Spacebona fide offer as compared to that which Tenant may take). Notwithstanding the foregoing, if Landlord's Availability Notice is provided during months 1 through 12 of the Expansion Space Term, and Tenant accepts Landlord's offer to lease the applicable Right of First Refusal Space, the Base Rent shall be sent to Tenant promptly after Landlord becomes aware at the same rates set forth in this Amendment for the Expansion Space, and the allowance for the tenant improvements shall be $21.00 per square foot of Rentable Area. Except for the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Noticeabove terms, Tenant shall accept the space "AS-IS," and Landlord shall have ten no further obligation to improve the Right of First Refusal Space unless otherwise agreed to by the parties. Tenant shall have seven (107) business days within which Business Days after Landlord has delivered such offer to send Tenant to accept or reject such offer. If Tenant notifies Landlord notice in writing of the exercise acceptance of Tenant's ROFR such offer within such seven (the "ROFR Notice")7) Business Day period, in which event Landlord and Tenant shall negotiate in good faith enter into a written agreement modifying and supplementing the Lease and specifying that such Right of First Refusal Space accepted by Tenant is a part of the Premises demised pursuant to the Lease upon the commencement date thereof for the remainder of the Lease Term and any renewal thereof; if applicable, and containing other appropriate terms and conditions relating to the addition of the Right of First Refusal Space to the Lease as amended hereby (including specifically any increase or adjustment of the rent as a period of fifteen (15) days (the "ROFR Negotiation Period") after the date result of such ROFR Notice addition). If Tenant does not notify Landlord in writing of its acceptance of such offer in such seven (7) Business Day period, then Tenant's rights under this paragraph with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any that portion of the ROFR Right of First Refusal Space which was that is the subject of the Availability Notice bona fide offer shall terminate and Landlord shall thereafter be able to Lease such Right of First Refusal Space or any portion thereof to any third party on terms and conditions no more favorable to such third party than party; provided, however, that the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not Right of First Refusal Space is leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions no more favorable to such third party than the final terms offered to Tenant. Notwithstanding the foregoing, if Landlord has not entered into a lease for the Right of First Refusal Space within one hundred twenty (120) days after Tenant during either rejects or is deemed to have rejected Landlord's offer, the ROFR Negotiation PeriodRight of First Refusal shall be deemed reinstated as to the then applicable Right of First Refusal Space. Any termination of the Lease shall terminate all rights of Tenant with respect to the Right of First Refusal Space. The rights of Tenant with respect to the Right of First Refusal Space shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease as amended hereby. Landlord's consent to any assignment of the Lease shall not be construed as allowing an assignment or a conveyance of such rights to any assignee. Nothing herein contained should be construed so as to limit or abridge Landlord's ability to deal with the Right of First Refusal Space or to lease the Right of First Refusal Space to other tenants, Landlord's sole obligation being to offer, and if such offer is accepted, to deliver the Right of First Refusal Space to Tenant in accordance with this Paragraph 10. Except for a breach by Landlord of Landlord's reasonable obligations to deliver the Right of First Refusal Space to Tenant set forth in the following sentence, the Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting from any delay in delivering possession of the Right of First Refusal Space to Tenant, but abatement of the Base Rental attributable to the Right of First Refusal Space from the date of Tenant's acceptance of Landlord's offer with respect to the Right of First Refusal Space to the date of actual delivery of the Right of First Refusal Space, shall constitute full settlement of all claims that Tenant might have against Landlord by reason of the Right of First Refusal Space not being delivered upon the date of Tenant's acceptance of Landlord's offer. Notwithstanding the foregoing, Landlord shall first re-offer use commercially reasonable efforts (including instituting unlawful detainer proceedings against a holdover tenant) to deliver the ROFR Right of First Refusal Space to Tenant hereunder before Landlord may offer within a reasonable time following the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such date of Tenant's acceptance of Landlord's offer. Any person dealing with ROFR Tenant's right of first refusal hereunder shall exist on each occasion that the Right of First Refusal Space may without further inquiry conclusively rely upon a representation in a certificate becomes available during the Term and shall not be deemed waived or terminated by Tenant's failure to lease the Right of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedFirst Refusal Space on any particular occasion.

Right of First Refusal. Provided that at the time Tenant exercises its rights under Lease (as defined in the Eleventh Modification to which this Section 10.18: (iRider No. 2 is attached) this Lease remains is then in full force and effecteffect with at least twelve months remaining in the Lease Term (as extended by this Eleventh Modification) and provided further that Tenant (together with all Permitted Transferees) remains in occupancy of at least one full floor in the Office Building and no event of default, (ii) there is not then outstanding an uncured Event as defined in Paragraph 13 of Default of Tenant under this the Lease, shall remain uncured (following the expiration of any applicable notice and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of cure period provided in the r.s.f of the PremisesLease), then Tenant shall have a the continuing right of first refusal ("ROFR") as hereinafter described to lease any officethat portion of the space to be leased to a prospective tenant (the “Offered Space”) which is all or part of the space (the “Right of First Refusal Space”) located on the 13th floor of 000 Xxxxxxxx Xxxxx, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectivelyXxxxxx, Xxxxx, the "ROFR Space"12th floor of 000 Xxxxxxxx Xxxxx, and the 12th floor of 000 Xxxxxxxx Xxxxx (more specifically shown on Exhibit A-2 attached hereto) at such time as such space becomes Available (as defined below), exercisable at the following times and upon the conditions set forth below. The Right of First Refusal Space (aor the applicable portion thereof) which may become available for lease after the initial term of any lease(s) for the ROFR Space, shall be deemed “Available” at such time as such space is no longer any of such lease(sthe following: (i) may be extended leased or renewed pursuant to occupied; (ii) assigned or subleased by the terms then-current tenant of the initial lease(sspace; (iii) thereof or (b) which may become available for lease upon re-leased by the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance then-current tenant of the expected date upon which the ROFR Space will become availablespace by renewal, provided however, that if ROFR Space becomes available due extension or renegotiation (whether agreed to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") or after the date of such ROFR Notice this Eleventh Modification); or (iv) subject to an expansion option, right of first refusal, preferential right or similar obligation existing under any other tenant leases for the Project as of the date of this Eleventh Modification. Landlord represents that as of the date of this Eleventh Modification, no party has rights superior to Tenant’s with respect to the terms by which Tenant would lease the ROFR Right of First Refusal Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion thereof) other than an existing right in favor of HGF with respect to the 13th floor of 000 Xxxxxxxx Xxxxx. Xxxxxxxx agrees not to grant any superior rights to HGF with respect to the Right of First Refusal Space other than those existing in favor of HGF as of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions date of this Section have been satisfiedEleventh Modification.

Right of First Refusal. Provided Beginning on the Effective Date, provided that at the time Tenant exercises its rights is not in default under this Section 10.18: (i) this Lease remains in full force beyond applicable notice and effectcure periods and provided further that, (ii) there is not then outstanding an uncured Event of Default of if the Initial Term has commenced, Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five occupies one hundred percent (75100%) of the r.s.f of the Premises, then Landlord agrees that prior to leasing one or more of the other suites of the Building to a third party for the first time, Landlord shall submit a copy of the first bona fide offer to lease such space from a third party that Landlord is willing to accept (“Offer”) to Tenant. Tenant shall have a continuing one-time right of first refusal ("“ROFR"”) to elect to lease any office, research or laboratory the entire space identified in the Complex then owned by Landlord or Landlord's Affiliate Offer (collectively, the "ROFR “Offer Space"”), on terms and conditions identical to those contained in the Offer (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, except as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(sindicated below), including extensions and renewals thereof, entered into by Landlord after provided that Tenant has failed or declined to enter into a lease of such delivers written notice exercising its ROFR Space. Landlord shall notify Tenant in writing within seven (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (107) business days within which to send to Landlord notice following delivery of the exercise copy of the Offer from Landlord to Tenant's ROFR (. If Tenant duly and timely exercises the "ROFR Notice")ROFR, in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (promptly amend this Lease to include the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Offer Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable identical to such third party than those contained in the final terms offered by Landlord Offer, except that (a) the term of the lease relative to Tenant during the ROFR Negotiation PeriodOffer Space shall be coterminous with the Lease for the Premises and (b) any concessions in the Offer (e.g., any improvement allowance) shall be equitably reduced to correspond with a reduced amortization period equal to the remaining portion of the existing Term. If Landlord has not leased for any reason, Tenant fails to duly and timely exercise the ROFR Space to a third party within such 180-day periodROFR, or if Landlord proposes to offer Tenant properly exercises such right but thereafter for any reason does not enter into the amendment of the Lease within thirty (30) days after exercise of the ROFR (unless the delay is caused by Landlord), then Landlord shall be free to lease the Offer Space for lease to a third party on terms another tenant without any obligation pursuant to this Section 41.6 and conditions more favorable to such third party than the final terms offered to Tenant ROFR shall terminate and be of no further force or effect. The ROFR shall apply during the ROFR Negotiation PeriodInitial Term only (and not during any Option Term or other expansion term), Landlord shall first re-offer be personal to the ROFR Space to Original Tenant hereunder before Landlord (or any Permitted Transferee) and may offer the ROFR Space not be exercised or assigned, voluntarily or involuntarily, by or to any third party, person or entity other than such Original Tenant or Permitted Transferee and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of not be assignable separate and apart from this Section have been satisfiedLease.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this there has not been an event of Default beyond any applicable cure periods at any time during the Lease remains in full force and effectTerm, (ii) there is not then outstanding an uncured Event of Default the creditworthiness of Tenant under this Leaseis materially the same as or better than on the Commencement Date, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) named herein remains in possession of and has been continuously operating in substantially the r.s.f entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the PremisesRefusal Space, then as defined below, Tenant shall have a continuing right of first refusal (the "ROFRRefusal Option") to lease any office, research or laboratory additional space in the Complex then owned by Landlord or Landlord's Affiliate Building (collectively, the "ROFR Refusal Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Landlord's Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant available space located within the Building containing approximately 10,000 rentable square feet of an Availability Noticespace, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR as more particularly depicted on Exhibit "A" (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation PeriodRefusal Space") after the date of such ROFR Notice before entering into a lease with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within for such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Refusal Space. Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate from its receipt of Landlord or Landlord's Affiliate Notice to deliver to Landlord a written acceptance agreeing to lease the Refusal Space on the terms and conditions contained in Landlord's Notice. In the event Tenant fails to notify Landlord of its acceptance within said five (5) day period, such failure shall be conclusively deemed a waiver of Tenant's Right of First Refusal and a rejection of the Refusal Space, whereupon Tenant shall have no further rights with respect to the Refusal Space and Landlord shall be free to lease the Refusal Space to a third party. In the event Tenant accepts the Refusal Space on the terms and conditions specified in the Landlord's Notice, the term for the Refusal Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Refusal Space shall be thirty-six (36) months and the Term for the original Leased Premises shall be extended, to be coterminous with the term for the Refusal Space. The Minimum Annual Rent for the Refusal Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Refusal Space, , provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the Refusal Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, provided, however, that in no event shall the Minimum Annual Rent during such extended term be less than the highest Minimum Annual Rent payable during the Lease Term for the original Leased Premises. EXPANSION OPTION Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant does not exercise its Right of First Offer as set forth hereinabove, Tenant shall have the option, exercisable after the thirty sixth (36th) month of the Lease Term, to whether relocate to other premises owned by Landlord within the provisions Park meeting Tenant's space requirements. The expansion space must be 5,000 square feet more than the Leased Premises. The lease term for the expansion space shall be a minimum of five (5) years and shall be on terms and conditions mutually acceptable to Landlord and Tenant. Tenant shall not be required to pay a penalty in connection with a termination of this Section have been satisfiedLease. In no event shall Landlord be required to terminate this Lease in order to relocate Tenant to any place other than another building owned by Landlord, as described above. FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the "First Amendment") is made as of the 2nd day of March 2001, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter referred to as "Landlord") and ASSET ACCEPTANCE CORP., a Nevada corporation (hereinafter referred to as "Tenant").

Right of First Refusal. Provided Subject to the last sentence of this paragraph, in addition to the rights granted to Agent and the Lenders pursuant to Section 2.13 hereof, Borrower, Holdings and Parent Entity hereby agree that, if at any time prior to the date that at all of the time Tenant exercises its rights under this Section 10.18: Revolving Advances, all accrued and unpaid, costs, fees and expenses relating to the Revolving Advances, and all accrued and unpaid interest (iincluding any Revolving Advance Prepayment Additional Interest and Additional Interest) this Lease remains relating to the Revolving Advances have been indefeasibly paid in full force in cash and effectthe Revolving Loan Commitments terminated, Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity shall have obtained a bona fide third-party offer (iithe “Third-Party Offer”) there is not then outstanding an uncured Event (for the avoidance of Default doubt, a bonafide, fully negotiated and executed term sheet delivered by the applicable lender to Borrower, Holdings or any Subsidiary of Tenant under this LeaseBorrower, Holdings or Parent Entity, as applicable, together with a commitment letter, if any, shall qualify as a “Third-Party Offer” hereunder) for any refinancing of the Revolving Loans or any similar ABL or borrowing base (however described) revolving financing (including in the form of a Katapult SPV-1 LLC – Loan and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%Security Agreement repurchase agreement transaction) of Leases to be originated, acquired or otherwise held by Holdings, Borrower, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity that is formed for the r.s.f purpose of originating Leases, Borrower, Holdings or Parent Entity shall, in writing within five (5) Business Days of receipt of such offer, promptly inform Agent (such writing to Agent is referred to herein as the Premises“First Refusal Offer”) of such Third-Party Offer and the terms and conditions of such Third-Party Offer (and, then Tenant if such Third-Party Offer is in writing, shall have attach a continuing copy of such Third-Party Offer to such First Refusal Offer) and, in such First Refusal Offer, shall offer to Agent a right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any respect of such lease(s) may be extended financing or renewed pursuant to refinancing. Agent’s right of first refusal shall grant Agent the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s)right to, including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days after the receipt of such First Refusal Offer, deliver a writing to Borrower, Holdings and Parent Entity (the "ROFR Negotiation Period"“Acceptance”) after stating that Agent and Lenders agree to extend such financing on Material Terms which shall be the same or more favorable (taken as a whole) to the applicable borrower than the Material Terms of financing under such Third-Party Offer (as such Material Terms were communicated to Agent by Borrower, Holdings or Parent Entity or such Affiliate), it being agreed and understood that, with respect to any such Third-Party Offer, the (i) aggregate principal amount, (ii) pricing (including, without limitation, interest rate, closing, commitment, structuring, arrangement or similar fees and original issue discount) and payment and prepayment terms and conditions, (iii) term and/or duration, (iv) financial covenants, borrowing base or availability, (v) events of default, (vi) material conditions to closing and borrowing, (vii) operational covenants, including as to debt, liens, investments, prepayments and repayments of other debt, use of proceeds, dividends and distributions, reporting, access to cash, and (viii) collateral and transaction structure (with respect to any financing, such material terms are referred to as “Material Terms”). Upon receipt of the Acceptance by Borrower, Holdings or Parent Entity, Agent and one or more of the Lenders or their respective Affiliates, on the one hand, and Borrower, Holdings, Parent Entity or the applicable Subsidiary, on the other hand, shall, in good faith negotiate an agreement for such financing on the terms set forth in such Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent set forth in (or incorporated by reference) in the Acceptance). If Agent shall have declined to exercise its right under such First Refusal Offer, or shall have failed to timely respond within fifteen (15) Business Days to such First Refusal Offer or shall have offered a counterproposal to Borrower, Holdings or Parent Entity in respect of such First Refusal Offer, Borrower, Holdings, Parent Entity or such applicable Subsidiary shall be free to close such Third-Party Offer within one hundred twenty (120) days of the date of such ROFR Notice First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Offer (as communicated to Agent). If Borrower, Holdings, Parent Entity or such applicable Subsidiary shall have failed to so close such financing within said one hundred twenty (120) days or if the material terms of such financing are modified from the description of such terms in the Third-Party Offer, then a new right of first refusal for the benefit of Agent with respect to such financing shall immediately arise. Borrower, Holdings and Parent Entity agree to inform any Person making a Third-Party Offer of Agent’s and Xxxxxx’s rights under this Section 6.16 in respect thereof. Notwithstanding the foregoing, the rights granted to Agent and the Lenders pursuant this Section 6.16 shall not apply following the Public Company Transition Date with respect to any Third-Party Offer for a bond issuance, public securitization or a syndicated corporate credit facility. For the avoidance of doubt, any refinancing of the Class A Obligations with a financing similar in nature to the terms by which Tenant would lease of this Agreement shall be subject to a right of first refusal under this Section 6.16. Borrower and Holdings covenant and agree not to form, or consent to or otherwise acquiesce in the ROFR Space from Landlord. If Tenant fails formation of, any Affiliate, or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree otherwise use any Subsidiary existing on the lease terms for the ROFR Space within such fifteen (15) day periodClosing Date, thereupon Landlord mayto originate, at acquire or finance any time during the one hundred eighty (180) day period following the expiration Leases in circumvention of the ROFR Negotiation Period, lease all or any portion intent of the ROFR Space which was the subject of the Availability Notice to any third party on terms covenants, agreements and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation obligations set forth in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.6.16. Katapult SPV-1 LLC – Loan and Security Agreement 66

Right of First Refusal. Provided that at Subject to the time right(s) of any pre-existing tenant(s) of the Building to lease the "Additional Premises" (as defined below) or any portion of the Additional Premises [about which Landlord hereby acknowledges it knows of no such right(s) of any pre-existing tenant(s)], and provided Tenant exercises its rights has continuously occupied the Premises and is not in default under this Section 10.18: (i) the terms and conditions of this Lease remains in full force as of the date Tenant notifies Landlord of its desire to exercise a "Right of First Refusal" (as defined below), and effectfurther provided no event has occurred but for the passage of time or the giving of notice, (ii) there is not then outstanding an uncured Event of Default of Tenant or both, would constitute a default under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) any time prior to the end of the r.s.f of the Premises, then third lease year Tenant shall have a continuing an ongoing right of first refusal (the "ROFRRIGHT OF FIRST REFUSAL") to lease rent any office, research or laboratory space in on the Complex thirteenth (13th) floor of the Building which is contiguous to that portion of the Premises on the thirteenth (13th) floor then owned being occupied by Landlord or Landlord's Affiliate Tenant (collectively, the "ROFR SpaceADDITIONAL PREMISES"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant subject to the terms and conditions below. Prior to entering into any lease or other agreement with a third party with respect to the Additional Premises during the first three (3) years of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s)Term, including extensions and renewals thereof, entered into by Landlord after will give Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant notice in writing ("LANDLORD'S NOTICE") when the Additional Premises can be made available to Tenant (the "Availability NoticeAVAILABILITY DATE") at least ten (10) months and the terms evidenced in advance of the expected date writing upon which a third party is willing to rent the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Additional Premises. Tenant promptly after must notify Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have in writing within ten (10) business days within which to send to Landlord notice of the exercise of after Tenant's ROFR (receipt of Landlord's Notice whether Tenant desires to exercise its Right of First Refusal. Tenant's Right of First Refusal may only be exercised as to the "ROFR Notice"), in which event entire Additional Premises and on the same terms as offered by Landlord and to the third party. If Tenant shall negotiate in good faith for a period does not notify Landlord of fifteen (15) days (the "ROFR Negotiation Period") after the date its election to exercise its Right of such ROFR Notice First Refusal with respect to the Additional Premises within the ten (10) business day period described herein, then Tenant will be deemed to have waived and elected not to exercise its Right of First Refusal with respect to the Additional Premises, and Landlord may enter into a lease or other agreement with any third party with respect to the Additional Premises on the same terms by which Tenant would lease the ROFR Space from and conditions set forth in Landlord's Notice. If Tenant fails or refuses elects to send the ROFR Notice or if exercise its Right of First Refusal and so notifies Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen ten (1510) business day period, thereupon Landlord may, at any time during then Tenant will accept the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of Additional Premises on the Availability Notice to any third party Date in "AS-IS" condition and on the same terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms as offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five except that (51) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions term "PREMISES" for all purposes of this Section have been satisfied.Lease will thereafter include the Additional Premises, and (2) the numerator of Tenant's Proportionate Share will increase by the amount of rentable square feet contained within the Additional Premises. Tenant will commence paying Rent for the Additional Premises on the Availability Date. LANDLORD: 000 XXXXX XXXXXXXX TRUST, a Delaware business trust By: XXXXXXX XXXXXXX-XXXXXXX MANAGEMENT CORPORATION, an Illinois corporation, its agent By ------------------------------ Its: ------------------------------ TENANT:

Right of First Refusal. Provided (a) In addition to the right and option hereinabove set forth, the Seller agrees that, in the event the Seller shall, from time to time, determine to sell any securities of the Corporation owned by him, pursuant to a bona fide offer (the "Bona Fide Offer"), to any Coopxx Xxxhting Competitor (as that at term is defined in the time Tenant exercises its rights Purchase Agreement), and provided that no Change in Control (as hereinafter defined) in respect of Coopxx xxxll have occurred subsequent to the date hereof, the Seller shall, in each instance, first offer such shares (the "Offered Shares") to Coopxx, xx written notice (each an "Initial Sale Notice") to Coopxx xx that effect. Coopxx xxxll have the right and option to purchase all, but not less than all, securities specified in the Initial Sale Notice by giving written notice of exercise (an "Acceptance Notice") to the Seller within ten days after the receipt of the Initial Sale Notice for a purchase price calculated as hereinafter set forth. Failure to respond within such period shall conclusively be deemed notice of rejection. In the event Coopxx xxxll not timely have exercised any right and option under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively6, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice Seller shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Noticefree, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) sixty days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of such right and option, to sell all, but not less than all, securities to which such right and option related pursuant to the ROFR Negotiation PeriodBona Fide Offer theretofore communicated to Coopxx, lease all or any portion xxee of the ROFR Space which was restrictions of this Section 6. In the subject event that Coopxx xxxy delivers an Acceptance Notice to the Seller, then the Acceptance Notice, taken in conjunction with the Initial Sale Notice, shall constitute a valid and legally binding purchase and sale agreement, and payment in cash for the Offered Shares purchased shall be made within ten days following the receipt by the Seller of the Availability Notice Acceptance Notice. In the event the Seller fails to any third party on terms and conditions no more favorable complete the proposed sale, assignment, transfer or other disposition within sixty days after the rejection or deemed rejection of the offer contained in the Initial Sale Notice, sale of the Offered Shares shall again be subject to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied6.

Right of First Refusal. Provided that at Unless and until the time Tenant exercises its rights under this Section 10.18: Option (ias defined below) this Lease remains in full force and effecthas terminated unexercised, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall Axovant will have a continuing right of first refusal as follows: Roivant will not grant to any Person any rights under the Arena Agreements, whether by assignment, transfer, license, sublicense or otherwise, until Roivant has first provided to Axovant a reasonably detailed set of written terms upon which Roivant would be willing to grant such rights ("ROFR"the “Roivant Notice”). If Axovant notifies Roivant in writing within thirty (30) to lease any office, research or laboratory space days of Axovant’s receipt of such notice that Axovant is interested in acquiring such rights (the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"“Axovant Notice”), (a) which may become available for lease after then the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space Parties will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen definitive agreement to grant Axovant such rights on such terms. If Axovant does not notify Roivant within thirty (1530) days of Axovant’s receipt of the Roivant Notice that it wishes to negotiate the agreement described in the Roivant Notice, or if the Parties fail to execute a definitive agreement for such rights within sixty (60) days of the Axovant Notice (the "ROFR Negotiation Period") after the date later of such ROFR Notice with respect applicable date referred to as the “RoFR Expiration Date”), then Roivant may grant such rights to a third party, provided that (i) the terms by on which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses Roivant grants such rights to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no are not more favorable to such third party than the final terms last offered to Axovant in writing by Landlord Roivant and (ii) the definitive binding agreement(s) with respect to Tenant during the ROFR Negotiation Period. If Landlord has not leased grant of such rights to the ROFR Space to a third party within is entered into no later than sixty (60) days of the RoFR Expiration Date. Notwithstanding the foregoing, Roivant may grant a non-exclusive sublicense under such 180-day periodrights to contractors performing work under the Development Program solely to conduct such work without triggering the right of first refusal set forth in this Section, or if Landlord proposes provided that the agreement between Roivant and such contractor under which such work is performed can be assigned to offer Axovant without such contractor’s consent in connection with Axovant’s exercise of the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedOption.

Right of First Refusal. Provided In the event that at Buyer wishes to ---------------------- sublease 50,000 or more square feet (the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%"First Refusal Space") of the r.s.f of the PremisesProperty to an unaffiliated entity, then Tenant Seller shall have a continuing right of first refusal to sublease such First Refusal Space as provided herein. Prior to commencing negotiations for a lease of the First Refusal Space with an unaffiliated entity, Buyer shall give Seller written notice that it intends to commence those negotiations (the "Negotiation Notice"). Prior to entering into a binding agreement for the lease of the First Refusal Space on the Property to an unaffiliated entity, Xxxxx shall deliver to Seller a copy of the term sheet or letter of intent which has been signed by the proposed subtenant and Buyer ("ROFRSigned Proposal") to lease any office, research or laboratory space in setting forth the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) basic terms for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined proposed sublease transaction. If Seller wishes to enter into a lease of such ROFR Space. Landlord sublease on the terms and conditions set forth in the Signed Proposal, Seller shall notify Tenant in writing deliver to Buyer by 5:00 p.m. Los Angeles time on the date (the "Availability NoticeResponse Deadline") at least ten that is the later of (10a) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten twenty (1020) business days within which to send to Landlord notice after Seller's receipt of the exercise of Tenant's ROFR (the "ROFR Negotiation Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have (b) five (5) business days after Xxxxx's delivery of the Signed Proposal, written notice to Buyer confirming that it wishes to lease such space on the terms specified. If Seller fails to respond by the Response Deadline, Buyer may proceed to finalize its sublease transaction with the unaffiliated entity within which six (6) months after delivery of the Signed Proposal to accept Seller, and Seller shall have no further right to sublease such offerspace on the Property unless (i) no lease transaction is entered into with the specified unaffiliated entity, or the term of the sublease to the unaffiliated entity expires or is otherwise terminated or (ii) the terms of the proposed sublease transaction are modified, as referenced below. Any person dealing with ROFR Space may without further inquiry conclusively rely upon If the terms of the proposed sublease are modified such that the net present value (using a representation 10% interest rate) of the economic terms benefitting Buyer are reduced by more than 2% from the terms presented to Seller in the Signed Proposal, Buyer shall once again submit a Signed Proposal to Seller and Seller must respond by the Response Deadline as noted above if it wishes to sublease the space on the terms set forth in the new signed proposal. It is understood and agreed that if Seller wishes to sublease space identified in a certificate term sheet submitted by Buyer, it must lease the entire amount of Landlord the space identified in such letter, on terms and conditions identical to those specified in such letter or Landlordterm sheet, including, without limitation, approval of such sublease by Xxxxx's Affiliate as to whether the provisions of this Section have been satisfiedlender.

Right of First Refusal. Provided that at the time Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effectLandlord hereby grants to Tenant, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) effective as of the r.s.f of the PremisesLease Commencement Date (but not before), then Tenant shall have a continuing right of first refusal ("ROFR") to lease any officefrom Landlord during the Term of this Lease, research as extended, all (but not less than all) rentable space that becomes available for tenancy and for which Landlord has an Offer (as hereinafter defined) on the 27th and 30th floors of the Building during the Term of this Lease, as extended, excluding only rentable space (a) with respect to which the then existing tenant occupying same desires to exercise a renewal option or laboratory negotiate a new lease and (b) with respect to which a presently existing tenant of the Building on the date of this Lease has an expansion option, which shall be deemed to include, without limitation, a right of first refusal or a right of first offer pre-dating this Lease, entitling it to lease such space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, such rentable space being herein referred to as the "ROFR Available Space"), in "as is" condition, on the following terms and conditions: In the event that Landlord should receive a bona fide offer from any third party to rent all or any portion of the Available Space (aan "Offer"), Landlord shall deliver a copy of the offer to Tenant. If Tenant does not execute and return to Landlord a letter agreeing to lease the Available Space on all the terms and conditions contained in the Offer within fifteen (15) which Business Days following Tenant's receipt of the Offer, Landlord may become available for lease after thereafter complete the initial term leasing of the Available Space to any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to third party in accordance with the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days Offer within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect not to the terms by which Tenant would lease the ROFR Space from Landlordexceed 180 days. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space does not complete such leasing within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration days, Tenant's right of the ROFR Negotiation Period, lease all or any first refusal with respect to such portion of the ROFR Available Space which was shall be reinstated. Notwithstanding anything to the subject contrary contained herein, in the event that Landlord shall receive and present to Tenant Offers respecting more than one portion of the Availability Notice to any third party on terms and conditions no more favorable to such third party than Available Space at the final terms offered by Landlord to same time, Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which elect to accept any number or none of the Offers and shall not be deemed obligated to accept all of such offerOffers. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate Landlord hereby advises Tenant, for informational purposes only, that the leases of Landlord or Landlord's Affiliate as to whether the provisions tenants on the 27th floor of the Building on the date of this Section have been satisfiedLease do not contain any renewal or expansion rights.

Right of First Refusal. Provided that at the time Tenant exercises its rights under Lease (as defined in the Ninth Modification to which this Section 10.18: (iRider No. 2 is attached) this Lease remains is then in full force and effecteffect with at least twelve months remaining in the Substitution Term and provided further that Tenant (or its Permitted Transferee) remains in occupancy of at least 75% of the Substitution Space and no event of default, (ii) there is not then outstanding an uncured Event as defined in Paragraph 13 of Default of Tenant under this the Lease, shall remain uncured (following the expiration of any applicable notice and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of cure period provided in the r.s.f of the PremisesLease), then Tenant shall have a the continuing right of first refusal ("ROFR") as hereinafter described to lease any officethat portion of the space to be leased to a prospective tenant (the “Offered Space”) which is all or part of the space (the “Right of First Refusal Space”) located on the 13th floor of 000 Xxxxxxxx Xxxxx, research or laboratory Xxxxxx, Xxxxx, containing approximately 19,993 rentable square feet (more specifically shown on Exhibit A-1 attached hereto) at such time as such space in the Complex then owned by Landlord or Landlord's Affiliate becomes Available (collectively, the "ROFR Space"as defined below), (a) which may become available for exercisable at the following times and upon the conditions set forth below. The Right of First Refusal Space shall also include the space located on the 12th floor of 000 Xxxxxxxx Xxxxx at such time as such space becomes Available, but only if Landlord has elected to lease after the initial term such floor on a multi-tenant basis. The Right of any lease(s) for the ROFR Space, First Refusal Space shall be deemed “Available” at such time as such space is no longer any of such lease(sthe following: (i) may be extended leased or renewed pursuant to occupied; (ii) assigned or subleased by the terms then-current tenant of the initial lease(sspace; (iii) thereof or (b) which may become available for lease upon re-leased by the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance then-current tenant of the expected date upon which the ROFR Space will become availablespace by renewal, provided however, that if ROFR Space becomes available due extension or renegotiation (whether agreed to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") or after the date of such ROFR Notice with respect this Ninth Modification); or (iv) subject to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails an’ expansion option, right of first refusal, preferential right or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms similar obligation existing under any other tenant leases for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration Project as of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate as to whether the provisions date of this Section have been satisfiedNinth Modification.

Right of First Refusal. Provided that The definition of the “First Refusal Space” at the time beginning of Section 1.5 of the Lease is hereby amended to read as follows: “Landlord hereby grants to the original Tenant exercises its rights under this Section 10.18: (i) named in this Lease remains in full force and effectany Affiliated Assignee (the “Original Tenant”), (ii) there is not then outstanding an uncured Event of Default of Tenant under this Leaseduring the Lease Term, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal with respect to any and all space located on the second ("ROFR"2nd), third (3rd), sixth (6th), ninth (9th) to lease any office, research or laboratory space in and tenth (10th) floors of the Complex then owned by Landlord or Landlord's Affiliate Building and made a part hereof (collectively, the "ROFR “First Refusal Space"”), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended .” Landlord represents that there are no Superior Leases or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice other parties with Superior Rights with respect to the terms by ninth (9th) and tenth (10th) floors of the Building. Further, until after the date which is six (6) months from the Effective Date, Landlord agrees it (i) will not lease to any other tenant (or offer to Tenant would lease under Section 1.5 of the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree Lease) any space located on the lease terms ninth (9th) floor of the Building, and (ii) Tenant shall have the right to add such ninth (9th) floor to the Premises upon thirty (30) days advance notice to Landlord, in which case the Base Rent for such ninth (9th) floor shall be the ROFR Space within same as the Base Rent per rentable square foot to the Premises with respect to the Additional Premises hereunder. Tenant shall also have the right to add such fifteen ninth (159th) day period, thereupon floor to the Premises upon thirty (30) days’ advance notice to Landlord may, at any time during the one hundred eighty after such six (1806) day month period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If until Landlord has not leased the ROFR Space to entered into a lease with a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable with respect to such third party than ninth (9th) floor, in which case the final terms offered Base Rent for such ninth (9th) floor shall be at the then-current market rate. In the event Tenant exercises its right of first refusal to Tenant during the ROFR Negotiation Periodninth (9th) floor space after the date which is six (6) months from the Effective Date, Landlord shall first rebut objects to the determination of the then-offer current market rate rent determined by Landlord, the ROFR Space to Tenant hereunder before Landlord may offer parties will determine the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing Base Rent in accordance with ROFR Space may without further inquiry conclusively rely upon a representation the process set forth in a certificate Section 2.3.3 of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfiedLease for determining Option Rent.

Right of First Refusal. Provided that at (a) Except with respect to the time Tenant exercises its currently existing tenant of such space, whose tenancy and any extension thereof shall be superior to Tenant’s rights under this Section 10.18: 10, and subject to other Building tenants having rights to such space as of the date of this Fourth Amendment (i) which rights of such parties under this Lease remains in full force and effect, clause (ii) there is not then outstanding an uncured Event of Default of Tenant under this Leaseare set forth on Exhibit P attached hereto), and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing one-time first right of first refusal ("the “ROFR"”) on the approximately 8,143 rentable square feet of space on the second (2nd) floor of the Building, as more particularly shown on Exhibit Q attached hereto (the “ROFR Space”) during the Term from and after the date of this Fourth Amendment (the “ROFR Period”) on the terms and conditions hereinafter set forth. In the event that, during the ROFR Period, Landlord receives a bona fide proposal from a third party to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate ROFR Space (collectively, other than from the "ROFR Space"currently existing tenant of such space), which proposal is acceptable to Landlord acting in good faith (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(san “Acceptable Proposal”), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (such notice, the "Availability “ROFR Offer Notice"”) at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability material terms of such ROFR Space. Upon receipt by Acceptable Proposal and Tenant of an Availability Noticeshall, Tenant shall have ten within seven (107) business days within which days, notify Landlord in writing that Tenant agrees or declines to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion (but not just a portion) of the ROFR Space which was on the subject terms of the Availability Notice Acceptable Proposal. Tenant’s failure to any third party on terms and conditions no more favorable exercise the ROFR by notice to such third party than Landlord within the final terms offered by seven (7) business day period set forth above will entitle Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and without liability to Tenant or need of notifying Tenant or reoffering said ROFR Space to Tenant, and, in that event, Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without no further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord's Affiliate rights as to whether the provisions ROFR Space. Time is of the essence of this Section provision. Notwithstanding anything to the contrary contained in the Lease, Tenant shall have been satisfiedno right of first refusal with respect to any other space in the Building.

Right of First Refusal. Provided Landlord hereby grants to the originally named Tenant herein ("Original Tenant") and its "Permitted Transferee Assignee" (as that at term is defined in Section 14.8 below) a one-time right of first refusal with respect to the time Tenant exercises its space located, alternatively, on either the third (3rd) or sixth (6th) floor of the Building (or, if the originally identified Premises is relocated pursuant to Article 22, the First Refusal Space shall, correspondingly, be the thereafter existing, immediately adjacent floors to such relocated Premises), whichever first becomes available following the rights under this Section 10.18: of the "Superior Right Holders" identified hereinbelow (as applicable, the "First Refusal Space"). The parties hereby acknowledge and agree that (i) as of the date of this Lease, the third (3rd) floor alternate component of First Refusal Space is vacant and, accordingly, the applicability of such first refusal right of Tenant to such third (3rd) floor alternate component of First Refusal Space shall commence (a) on the Lease remains Commencement Date as to First Refusal Space not leased as of the Lease Commencement Date (unless and to the extent Landlord is actively negotiating with a third party tenant to lease such space as of the Lease Commencement Date and consummates such third party lease within ninety (90) days thereafter, in full force which case such third-party lease and effectcorresponding space will be treated as an "Initial 3rd Floor Lease," as identified hereinbelow), or (b) the expiration of the initial leases (including renewals and extensions, whether pursuant to rights originally existing or subsequently granted) Landlord may enter into with regard to the third (3rd) floor portion of the First Refusal Space (the "Initial 3rd Floor Leases"), (ii) there is not then outstanding an uncured Event as of Default the date of Tenant under this Lease, the sixth (6th) floor alternate component of First Refusal Space is subject to a third party lease of the sixth (6th) floor portion of the First Refusal Space (the "Existing 6th Floor Lease") and, accordingly, the applicability of such first refusal right of Tenant to such sixty (6th) floor alternate component of First Refusal Space shall be subordinate to all rights of tenants under such Existing 6th Floor Lease and the Initial 3rd Floor Leases (iii) Tenant and/or all such tenants under the Existing 6th Floor Lease and Initial 3rd Floor Leases, collectively, the "Superior Right Holders"). Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation set forth in a certificate of Landlord or Landlord's Affiliate as to whether the provisions of this Section have been satisfied.1.3. ./ -/// -8- XXXXXX REALTY, L.P. [ACADIA Pharmaceuticals Inc.]

Right of First Refusal. Provided Tenant shall have the right of first refusal to add to the Demised Premises during the term of this Lease any space in the Office Park building located at 1237 Xxxxxxxxxx Xxxxx, xx vacated or surrendered by an existing tenant or, if now vacant, at such time as Landlord receives an acceptable offer on such space from a prospective tenant, which space may be added to the Demised Premises for the remainder of the term of this Lease at the rental rate, terms and conditions then prevailing for comparable space in the building, subject to all leases, renewal options and first rights of refusal which may now be in existence. Notwithstanding any other provision hereof, Landlord shall have the unrestricted right to re-lease to any existing tenants in such space upon such terms as Landlord, in its sole discretion, may determine. Landlord shall offer such space to Tenant by written notice of the space to be available, the date of availability, and the rental rate thereof. Within fifteen (15) days of such notice by Landlord that the space is available, Tenant shall advise Landlord in writing of its intention to either lease the space offered at the prevailing rental rate stated by Landlord in its notice and under terms similar to those in the Lease, where applicable, with an expiration date concurrent with that of this Lease, or to waive its right of first refusal; provided however, that at the time of this exercise and at the ------------------------------- INITIALS ------------------------------- Landlord Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant promptly after Landlord becomes aware of the expected ------------------------------- ------------------------------- date of availability of such ROFR Space. Upon receipt space, Tenant is in possession of the Demised Premises and no event of default by Tenant of an Availability Noticeas defined in this Lease is in existence, and provided further that Tenant shall have ten (10) business days within which to send furnishes current financial statements to Landlord notice and that no material adverse change in the financial condition of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and Tenant shall negotiate in good faith for a period of fifteen (15) days (the "ROFR Negotiation Period") after the date of such ROFR Notice with respect to the terms by which Tenant would lease the ROFR Space from Landlordhas occurred. If Tenant fails or refuses shall fail to send give Landlord such written notice of acceptance within the ROFR Notice specified period, or if Landlord and Tenant are unable to agree on the lease terms for the ROFR Space waives its right of first refusal within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the ROFR Negotiation Period, lease all or any portion of the ROFR Space which was the subject of the Availability Notice to any third party on terms and conditions no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180fifteen-day period, or if Landlord proposes any of the foregoing conditions to offer the ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to exercise by Tenant during the ROFR Negotiation Periodof this right of first refusal shall not be fully satisfied, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall be deemed not to have five (5) business days within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate exercised this right of Landlord or Landlord's Affiliate as to whether first refusal and the provisions of this Section have been satisfiedparagraph shall be of no further force or effect within respect to the space offered to Tenant, and Landlord may proceed to seek other tenants and enter into leases for such space without further obligation to Tenant under this right of first refusal. Any termination of this Lease during the lease term terminates all rights of first refusal. Any assignment or subletting by Tenant of this Lease terminates all rights of first refusal.