Common use of Right of First Offer Right of First Refusal Clause in Contracts

Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout the term of the Lease (including extension options), Lessee shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bank, subject only to i) contrary rights (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee shall be deemed to have waived the part of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights of First Offer/Rights of First Refusal shown in the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.

Right of First Offer Right of First Refusal. 28.1 Commencing January 12.4.1 In the event that either of Synchroneuron or Advisor develops or acquires any patents, 1993 patent applications, know-how or other proprietary rights that do not constitute Applicable Patent Rights or Applicable Know-How but nevertheless would be useful to develop, make, have made, use, sell, offer to sell, import or export (or otherwise commercialize) a Licensed Product, including prodrugs and continuing throughout the term of the Lease analogues (including extension optionscollectively, "Derivative IP Rights"), Lessee shall have the following described Right of First Offer/Right of First Refusal Synchroneuron or Advisor, as applicable, agrees to lease any offer such Derivative IP Rights to Somaxon upon terms and all available space in the low rise elevator bankconditions developed by Synchroneuron or Advisor, subject only to i) contrary rights (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bankas applicable. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee Such offer shall be deemed to have waived made in writing, describing the part of the option or options Derivative IP Rights in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, reasonable detail and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of specifying the terms on which Lessor would be willing the Derivative IP Rights are available to lease such spaceSomaxon (the "Offer"). If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have Within ten (10) days after following receipt of the Offer, Somaxon may elect to negotiate in good faith the licensing of such Derivative IP Rights by giving Synchroneuron or Advisor, as applicable, written notice of such election. Upon receipt of such notice, the parties agree to negotiate in good faith toward a notice definitive agreement in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease respect of such space Derivative IP Rights for a term that extends beyond period of sixty (60) days or such longer period as the expiration date then applicable parties may mutually agree. 2.4.2 In the event Somaxon does not exercise its right to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect negotiate with Synchroneuron or Advisor, as applicable, within such deadline ten (or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month 10)-day period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails parties otherwise fail to come to terms within the applicable period of negotiation, Synchroneuron or Advisor, as applicable, shall then have the right to offer the same Derivative IP Rights to any other third party; provided, however, that prior to entering into any binding agreement with a any third party within concerning the six month periodDerivative IP Rights, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee Somaxon shall have the right of first refusal to in-license or otherwise acquire the Derivative IP Rights of First Offer/Rights of First Refusal shown in from Synchroneuron or Advisor, as applicable, on the following table. The initial retail space alternatives same terms available to Lessee under Section 1.1(cthe prospective third party by providing notice to Synchroneuron or Advisor, as applicable, within thirty (30) are set forth in column A. Opposite each such alternativedays of Somaxon's receipt of notice from Synchroneuron or Advisor, there is set forth as applicable, of its proposed transaction with the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.prospective third party.

Right of First Offer Right of First Refusal. 28.1 Commencing January 1If Lessor intends to offer the Premises (or any portion thereof) for sale to any third party, 1993 Lessor shall first offer by written notice (the "Offer") to sell the Premises to Lessee for a purchase price to be set forth in such Offer and, except as set forth below, upon such terms and continuing throughout conditions as Lessor, in Lessor's sole discretion, would otherwise intend to offer to sell the term Premises, prior to Lessor's offering to sell the Premises to any such third party. Notwithstanding anything to the contrary contained herein (i) Lessor shall not be obligated to make the Offer (or, if Lessor has already made the Offer, then, whether or not Lessee has accepted the Offer, Lessor shall have the unilateral right, in Lessor's sole discretion, to revoke the Offer) if an Event of Default exists under this Lease on the date on which Lessor shall give, or would otherwise be required to give, Lessee the Offer, (ii) the terms and conditions any such sale to Lessee shall be (A) consistent with the terms and provisions of Section 6.1 hereof (Procedure Upon Purchase) and (B) "as is", without representation or warranty by Lessor and (iii) Lessor shall only be required to make the Offer to Lessee and Lessee shall only have the right during the Lease Term to exercise its right of first offer with respect to any intended sale of the Lease (including extension options)Premises. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF LESSEE FAILS TO TIMELY EXERCISE THE RIGHT OF FIRST OFFER GRANTED PURSUANT TO THIS SECTION 1.6(a) AND THE SALE TO THE THIRD PARTY PURCHASER IS CONSUMMATED OR IF THIS LEASE TERMINATES OR THE LEASE TERM EXPIRES, SUCH RIGHT SHALL TERMINATE AND BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. IN SUCH EVENT LESSEE SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LESSOR SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT OF FIRST OFFER. Lessee shall have the following described Right right to accept the Offer only by giving Lessor written notice of First Offer/Right of First Refusal to lease any and all available space in such acceptance (the low rise elevator bank, subject only to i"ROFO Notice") contrary rights within thirty (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options30) granted to other tenants prior to December 18, 1991, and ii) expansion options granted at the outset to other tenants who, days after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used delivery by Lessor to satisfy all or part Lessee of one or more the Offer. Time shall be of the essence with respect to said thirty (30) day period and delivery of the ROFO Notice by Lessee’s options under Section 27. Upon Lessee's acceptance of the Offer, (a) Lessee shall execute, upon the request of Lessor, such agreement as should be reasonably required by Lessor to reflect Lessee's binding acceptance of the Offer. Subject to the provisions of subparagraph (iii) below, upon the delivery of the ROFO Notice by Lessee, no event or circumstances affecting the Premises that could be deemed an event which would otherwise cause termination of this Lease, and any right or option of Lessee to cancel, surrender or otherwise terminate this Lease, or any other right or option of Lessee under the Lease to acquire the Premises, shall automatically be deemed to have been waived the part of the option or options in question (or by Lessee for all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee purposes under this Section 28Lease. If Lessee does not accept, or fails to accept, the Offer in accordance with the provisions herein, Lessor shall have advised Lessee in writing as be under no further obligation with respect to such Offer pursuant to the option or options (or part thereof) Lessor intended to satisfy with such spaceterms contained herein, and Lessee shall have forever waived and relinquished its right to such Offer, and Lessor shall at any and all times thereafter be entitled to market the Premises to others upon such terms and conditions as Lessor in its sole discretion may determine. Lessee shall, within five (b5) days after Lessor's request therefor, deliver an instrument in form reasonably satisfactory to Lessor confirming the aforesaid waiver, but no such space instrument shall be added necessary to make the provisions hereof effective. Notwithstanding anything to the leased premises on contrary contained herein, if (i) the terms applicable gross sales price at which Lessor intends to option space under Section 27. 28.2 When Lessor first learns that office space with sell the Premises to a third party is less than eighty-five (85%) percent of the gross amount set forth in the Offer to Lessee’s elevator bank is , or will be available, (ii) if Lessor shall promptly fail to close the intended sale of the Premises to any third party within six (6) months of the date of the giving of the Offer to Lessee, then Lessee's right of first offer as set forth in this Section 1.6(a) shall be deemed reinstated with respect to such sale and any intended sale of the Premises at any time thereafter, and Lessor shall be required to again deliver an Offer to Lessee with respect to any such future sale or intended sale thereafter. The rights of Lessee set forth herein are available only to the Lessee named in the heading of this Lease, and reference herein to "Lessee" shall mean, and the rights accorded herein shall be available only to Lessee, and to no other person, party or entity whatsoever, including, without limitation, any assignee or sublessee of Lessee, unless such rights are expressly granted by Lessor to such party in a writing to such effect. If Lessee does not timely deliver the ROFO Notice and the Premises are transferred to a third party, Lessee will attorn to such third party as Lessor so long as such third party and Lessor notify Lessee in writing of such transfer. At the fact and anticipated date request of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessee will execute such documents confirming the agreement referred to above and such other agreements as Lessor will notify may reasonably request, provided that such agreements do not increase the liabilities and obligations of Lessee in writing hereunder. Notwithstanding the foregoing, if Lessor shall, pursuant to this Section 16.1, sell only a portion of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such spacePremises, Lessor will not lease such space to any third party without first notifying Lessee in writing the provisions of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options this Section 16.1 shall apply to any sale of the Right remaining portion of First offer/Right the Premises which is still owned by Lessor. At any time (and from time to time) Lessor shall desire to sell the Premises and shall receive a bona fide written offer from a third party which is a direct business competitor of First Refusal space Lessee in question. If Lessee fails to so elect within such deadline any area which is a material portion of Lessee's business at the time (or within the five (for purposes of this Section, material shall mean an area of business which generates more than 5) day deadline % of a subsequent notice with respect to such spaceLessee's gross revenue), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent by written notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the right to enter into a contract for the purchase of the Premises on the terms previously proposed to Lessee, Lessor shall be required to first re-set forth in such bona fide written offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, and Lessee shall have ten (10) business days after receipt of such notice and offer in which to respond. 28.3 accept in writing such terms and conditions. Upon any acceptance of such offer by Lessee, Lessor and Lessee shall have enter into a contract for the Rights purchase of First Offer/Rights of First Refusal shown the Premises upon the terms and conditions specified in the following tablenotice from Lessor to Lessee. In the event that Lessee shall fail to accept the terms and conditions of sale by written notification to Lessor prior to the expiration of such ten (10) business-day period, Lessor shall thereafter be free to sell the Premises to such third party pursuant to the bona fide written offer for a period of eight months. This right of first refusal shall be a continuing right during the Lease Term. Any sale under this Section 1.6(b) shall be in accord with the provisions of Section 6.1. Neither the right of first offer nor the right of first refusal contained in this Section 1.6 shall not apply to a foreclosure or similar sale of the Premises by any holder of a mortgage on the Premises or to the granting of a deed in lieu of foreclosure by Lessor to such holder. The provisions of this Section1.6 shall not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Lessor's interest in the Premises, (ii) any sale of the Premises pursuant to a private power of sale under, or judicial foreclosure of, any mortgage or other security instrument or device to which Lessor's interest in the Premises is now or hereafter subject, (iii) any transfer of Lessor's interest in the Premises to a lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure or a subsequent initial retail space alternatives available transfer by such lender to Lessee under Section 1.1(c) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces a third party purchaser (other than a sale to a direct competitor which are shall remain subject to Lessees Section 1.6(b), (iv) any transfer of the Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Premises or the interests in Lessor to any affiliate of Lessor or to any entity for whom W.P. Xxxxx & Co. LLC, W.P. Xxxxx Incorporated or any of their affiliates or successors provides advisory or management services or investment advice, (vi) any person to whom Lessor transfers or sells all or substantially all of its assets, or (vii) any transfer of the Premises to any of the successors or assigns of any of the persons referred to in the foregoing clauses (i) through (iv) if such successor or assign would independently fall within the categories listed as items (i) through (iv), but not otherwise. Lessee's rights under this Section 28.31.6 shall be continuing rights, applicable to each subsequent offer respecting the Premises. The spaces currently leased For purposes of this Section 1.6, an "affiliate" of any person shall be any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such person, with "control" (including, with correlative meaning, the terms "controlled by" and "under common control with") either through (A) the ownership (directly or indirectly through one or more intermediaries) of more than 50% of the voting stock or other beneficial interests in such person or (B) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities or by Federal Express and One Stop Copy are shown on Exhibit A.contract or other agreement or otherwise.

Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout the term of the Lease (including extension options), Lessee shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bank, subject only to i) contrary rights (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee If the Company or any Subsidiary shall be deemed desire to have waived raise new capital by the part issuance of any Indebtedness or equity interests (i) during the period commencing on the date of this Agreement and ending on the date that is one year after the last maturity date of any of the option Notes or options in question (or all of an option or options, ii) for so long as the case may be) which Lessor intended Company is paying royalties to satisfy with the Investor pursuant to the Royalty Payment Agreement, then the Company or such space, provided that, when Subsidiary shall notify the space is offered Lessee under this Section 28, Lessor shall have advised Lessee Investor thereof in writing as to (an “Offer Notice”) and the option or options (or part thereof) Lessor intended to satisfy with such spaceInvestor shall, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the later than five (5) day deadline Business Days after its receipt of a subsequent notice with respect such Offer Notice, present to the Company or such spaceSubsidiary in writing the terms and conditions pursuant to which the Investor will purchase such Indebtedness or equity interests (the “Offer Proposal”), Lessor shall be free . If the Company or such Subsidiary and the Investor are not able to lease the space to a third party agree on the terms specified in Lessor’s most recent notice to Lessee, provided of the issuance of such lease Indebtedness or a binding letter of intent for such a lease is executed equity interests within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) daysBusiness Days after the delivery of such Offer Proposal, the Company or such Subsidiary shall be permitted to negotiate with unaffiliated third parties for the issuance of such Indebtedness or equity securities. LikewiseIf the Company or such Subsidiary and the Investor are able to agree on the terms of the issuance of such Indebtedness or equity interests, if Lessor fails then the Company or such Subsidiary and the Investor shall consummate such transaction within twenty (20) Business Days thereafter. (b) If the Company or such Subsidiary has complied with the requirements set forth in 4, in the event that the Company or such Subsidiary and the Investor do not agree on the terms of the issuance of such Indebtedness or equity interests or the Investor elects not to come make an Offer Proposal within the time period set forth in 4, the Company or such Subsidiary may, for a period of ninety (90) days (the “Offer Period”), attempt to identify an unaffiliated third party to provide such new capital to the Company or such Subsidiary (a “Third Party Investor”); provided, however, that the terms and conditions offered to any Third Party Investor shall be no more favorable to the Third Party Investor than the terms set forth in the Offer Proposal. In the event that the Company or such Subsidiary identify a Third Party Investor during the Offer Period, the Company or such Subsidiary shall give to the Investor a written notice of the Company’s or such Subsidiary’s intention to enter into a transaction with a third party within Third Party Investor (a “Notice of Intent”) stating the six month periodterms and conditions of such transaction (which terms shall comply with the proviso of the immediately preceding sentence); provided, Lessor will that if the Company provides evidence reasonably satisfactory to the Investor that such Third Party Investor is not an affiliate of the Company or any of the Company’s Subsidiaries, then the Company shall not be required to re-provide to the Investor the name of such Third Party Investor. The Company or such Subsidiary shall attach to the Notice of Intent a duplicate original of the offer from the space Third Party Investor, and the Notice of Intent shall include evidence demonstrating the Third Party Investor’s capability to Lessee on whatever terms Lessor consummate such transaction and the nature of the offer. The Investor shall then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights of First Offer/Rights of First Refusal shown in option to purchase, at the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are price and on the terms set forth in column A. Opposite each the Notice of Intent, the Indebtedness or equity interests offered thereby. The Investor may accept such alternative, there is offer by delivering written notice to the Company or such Subsidiary not later than five (5) Business Days after the Investor’s receipt of the Notice of Intent. If the Investor does not elect to accept such offer within the time period set forth herein, the space Company or spaces such Subsidiary may consummate the transaction with the Third Party Investor, upon terms, including price, which are subject no more favorable to Lessees rights the Third Party Investor than those specified in the Notice of Intent. The closing of any purchase of Indebtedness or equity interests by a Third Party Investor must take place within twenty (20) Business Days of the expiration of the Investor’s option to accept such offer under this Section 28.3. The spaces currently leased by Federal Express 0 and, if the closing relates in whole or in part to the purchase of Indebtedness that will not be subordinate to the obligations of the Company to the Investor under the Notes and One Stop Copy the other Transactions Documents pursuant to a subordination agreement in form and substance acceptable to the Investor, the proceeds of thereof are shown on Exhibit A.sufficient to pay in full the obligations of the Company to the Investor under the Notes.

Right of First Offer Right of First Refusal. 28.1 Commencing January 123.1 Provided there is no default or event of default under the Lease on the date such right is exercised, 1993 during the Term of the Lease, Tenant shall have a right of first offer in the event the Landlord determines to sell the Building and continuing throughout makes a determination of an offering price. Tenant shall exercise this right of first offer by agreeing to the financial terms of the offer of sale within ten (10) business days of Landlord's notice of such offer. 23.2 Provided there is no default or event of default under the Lease on the date such right is exercised, during the Term of the Lease, if Landlord shall desire to sell the Premises during the term of this Lease and has received an offer in writing (in the Lease form of an agreement of sale or binding letter of intent) (including extension optionsthe "Offer Documents"), Lessee Landlord shall deliver a written notice to Tenant ("Landlord's Original Notice") advising Tenant that Landlord desires to accept such offer to sell the Premises and provide Tenant with a copy of the Offer Documents including, without limitation, the price at which Landlord desires to sell the Premises (the "Original Purchase Price" and a title insurance commitment (the "Title Commitment") showing Landlord as the current title holder. 23.3 Tenant shall have five (5) business days from the following described Right date the Landlord's Original Notice is delivered to Tenant (the "Original Notice Delivery Date") in which to agree to purchase the Premises for the Original Purchase Price without condition (other than satisfaction of First Offer/Right of First Refusal the Schedule B-1 conditions contained in the Title Commitment relating to lease any Landlord or the Premises). It is understood that (i) each party shall pay for the attorneys' fees and expenses and other costs which that party incurs, and all available space other closing costs shall be allocated as commonly allocated in the low rise elevator bank, subject only community where the Premises are located unless the Offer Documents provide to i) the contrary rights in which event the terms of the Offer Document shall control; (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted Tenant shall pay Landlord the amount of the Original Purchase Price for the Property in cash at closing; (iii) the outset sale of the Property shall be on an "AS IS, WHERE IS, WITH ALL FAULTS" basis, with no representations or warranties of Landlord whatsoever; (iv) the conveyance shall be by special warranty deed (v) at closing Tenant shall provide Landlord a release from all obligations of Landlord under the Lease, arising on or after the closing date. Tenant agrees to other tenants whocooperate with Landlord in a Section 1031 exchange, after December 18provided Tenant shall not be required to expend any funds or modify the closing date. 23.4 If Tenant does not timely deliver a Tenant's Original Offer to Landlord within such five (5) business day period, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee Tenant shall be deemed to have waived its right to purchase the part of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as Premises pursuant to the option or options (or part thereof) Lessor intended to satisfy with such spaceeconomic terms contained in Landlord's Original Notice, and Landlord shall become entitled, for a period of one hundred eighty (b180) such space shall be added days, to sell the Premises at a price not less than the Original Purchase Price. If Landlord determines to negotiate the Original Purchase Price, then Landlord must again offer the Property to Tenant pursuant to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be availableprovisions hereof. In addition, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee if Landlord does not request a proposal or chooses not to consummate the transaction provided for such spacein the Offer Documents, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee Landlord will be required to respond in five (5) dayscomply with the terms and provisions of this section with respect to any other offer Landlord desires to accept. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights of First Offer/Tenant's Rights of First Refusal shown shall terminate upon sale of the Premises in compliance with the terms hereof. 23.5 Notwithstanding the provisions of this Section 23, Tenant shall have no right of first offer or first refusal in the following table. The initial retail space alternatives available event the Landlord transfers the Premises (i) to Lessee a party controlling, controlled by, or under Section 1.1(ccommon control with the Landlord, or (ii) are set forth in column A. Opposite each such alternative, there is set forth as part of the space or spaces which are subject to Lessees sale by Landlord of a group of properties including the Premises. 23.6 Tenant's rights under this Section 28.3. The spaces currently leased by Federal Express 23 shall only be available to Tenant hereunder, and One Stop Copy are shown on Exhibit A.shall not be available to any assignee or sub-tenant of Tenant.

Right of First Offer Right of First Refusal. 28.1 Commencing January 1Section 27.01 Before offering the Premises for sale to any unaffiliated third parties, 1993 and continuing throughout provided that the term Premises is being offered as a “one-off” sale versus a multi-property offering, Landlord shall deliver to Tenant a notice (the “ROFO Notice”), advising Tenant that the Premises are for sale. Tenant shall, by written notice to be delivered to Landlord before the tenth (10th) business day following Tenant’s receipt of the Lease ROFO Notice (including extension optionssuch 10-business day period, the “ROFO Notice Response Period”, TIME BEING OF THE ESSENCE), Lessee shall have provide written notice to Landlord (the following described Right of First “ROFO Offer/Right of First Refusal to lease any ”) setting forth the offer price and all available space in the low rise elevator bank, subject only to i) contrary rights (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options other material terms and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 conditions upon which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee shall be deemed to have waived the part of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor Tenant would be willing to lease such spacepurchase the Premises. Landlord in its sole discretion may either (i) accept the ROFO Notice, or (ii) decline the ROFO Notice. If Lessee does not request Landlord accepts the ROFO Notice, then the parties shall enter into a proposal for such spacepurchase agreement reasonably acceptable to both Tenant and Landlord to purchase the Premises in accordance with the ROFO Notice, Lessor will not lease such space failing which Tenant’s right of first offer shall terminate. If Tenant fails to transmit the ROFO Notice during the ROFO Notice Response Period, or prior to the last day of the ROFO Notice Response Period, waives its right in writing (or is deemed to waive its right) to offer to purchase the Premises, then Tenant’s right of first offer shall irrevocably terminate and Landlord shall have the right to sell the Premises to any third party on any terms and conditions Landlord elects without being subject to any right of Tenant, and Tenant shall have no further rights or interest to purchase the Premises (except as otherwise set forth in Section 27.02). Landlord shall not be required to deliver more than one ROFO Notice to Tenant during the Term of this Lease (a) Without limiting the provisions of Section 27.01, Landlord shall not sell or convey (other than to Tenant as contemplated by this Lease) the Premises unless Landlord first notifying Lessee notifies Tenant of Landlord’s intention to sell and/or convey the Premises to an unaffiliated third party (the “Potential Purchaser”), and Landlord, in writing of the terms on which Lessor would its good faith judgment, believes that there is a substantial likelihood that a contract may be willing to lease entered into between such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises Potential Purchaser and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice Landlord with respect to the sale of the Premises. In such space)case, Lessor then Landlord shall be free give Tenant a written notice (the “Offer Notice”) specifying the purchase price and other material economic terms for which Landlord is willing to lease sell the space Premises to a third party the Potential Purchaser and offering to sell the Premises to Tenant on the terms specified and conditions so set forth. No terms contained in Lessor’s most recent notice to Lessee, provided such lease or a binding letter the Offer Notice shall require the purchase of intent for such a lease is executed within six months after any assets other than the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms Premises. (from a tenant’s perspectiveb) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee Tenant shall have ten (10) business days after the date of receipt of the Offer Notice during which to respond. 28.3 Lessee shall have notify Landlord that Tenant accepts such offer and agrees to purchase the Rights of First Offer/Rights of First Refusal shown in Premises on the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are same terms and conditions set forth in column A. Opposite each such alternativethe Offer Notice, there is as the same may be modified by the terms set forth the space or spaces which are subject to Lessees rights under in this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.Article 27.02

Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout The parties acknowledge that the term of the Lease Property is subject to (including extension options), Lessee shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bank, subject only to i) contrary rights a right of first offer and (including, but not limited to, expansion options, rights ii) a right of first refusal, in favor of Tenant as more particularly described in the Tenant Lease. It shall be a condition precedent to Seller’s obligation to convey the Property in accordance with this Agreement that Tenant shall have waived such rights or that Seller shall have provided evidence that such rights have been deemed to have been waived by Tenant. Said waivers or such evidence (the “Waivers”) shall be in a form reasonably acceptable to Seller, Purchaser and the Title Company (such that the Title Company, in accepting the Waiver, is willing to issue the Title Policy not subject to such right of first offer or such right of first refusal in connection with the sale of the Property to Purchaser). Should Tenant exercise either its right of first offer or its right of first refusal, this Agreement shall terminate, the Deposit shall be returned to Purchaser and Seller shall reimburse Purchaser for its actual, out-of-pocket expenses relating to its investigation of the Property, not to exceed $65,000.00. If Seller has not provided the required Waivers or received an election by Tenant to exercise either such right, on or before two (2) business days prior to the Closing Date, then Seller shall have the right to delay the Closing for up to thirty (30) days upon written notice to Purchaser delivered not less than two (2) business days prior to the scheduled Closing Date; provided that Closing shall occur within three (3) business days following delivery of the final Waivers and the Tenant Estoppel shall not be dated more than 45 days prior to the Closing Date, as extended. If the foregoing requisite Waivers, Tenant Estoppel and/or exercise of rights of first offer, extension options and renewal optionsoffer or first refusal are not delivered to Purchaser at least two (2) granted to other tenants business days prior to December 18the Closing Date, 1991as may have been delayed as provided above, then Purchaser’s sole right with respect thereto shall be to elect to terminate this Agreement and the Deposit returned to Purchaser, and ii) expansion options granted at the outset Seller shall reimburse Purchaser for its actual, out-of-pocket expenses relating to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee shall be deemed to have waived the part its investigation of the option or options in question (or all of an option or optionsProperty, as the case may be) which Lessor intended not to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27exceed $65,000.00. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights of First Offer/Rights of First Refusal shown in the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.

Right of First Offer Right of First Refusal. 28.1 Commencing January 144.01. Provided that at the time of exercise or execution of such rights set forth in this article, 1993 and continuing throughout an Event of Default has not occurred that remains uncured, then Landlord hereby grants to Tenant on-going rights of first offer (individually or collectively referred to herein as the term of the Lease (including extension options), Lessee shall have the following described “Right of First Offer/”) and first refusal (individually or collectively referred to herein as the “Right of First Refusal”) during the Term of this Lease that can be exercised to lease any additional space in the Building that is or becomes vacant at any time during the Term (hereinafter “Expansion Space”), with such rights subject only to the prior rights of existing tenants of the Building extending the terms of their existing leases. The Right of First Offer is subject to the following terms and conditions set forth in Section 44.02 and in Section 44.04. The Right of First Refusal is subject to the following terms and conditions set forth in Section 44.03 and in Section 44.04. Any lease by Tenant of additional space in the Building pursuant to this Article 44 shall be referred to herein as an “Expansion”. (a) In addition to the Right of First Offer and Right of First Refusal, Tenant may at any time during the Term exercise a right of expansion (the “Right of Expansion”) whereby Tenant may lease any Expansion Space in the Building provided that (i) such Expansion Space is not subject to a lease with any third party (regardless of whether such third party is in occupancy), (ii) such expansion would not leave less than Four Thousand (4,000) square feet of remaining rental space on such floor, and (iii) such Expansion Space consists of at least Nine Thousand (9,000) square feet if the Expansion Space is located on the second floor of the Building and at least Seven Thousand Five Hundred (7,500) square feet if the Expansion Space is located on the first floor of the Building. (b) Should Tenant exercise its Right of Expansion then the Fixed Base Rent for any such leased Expansion Space shall be pursuant to the same terms used for determining Fixed Base Rent on a per square foot basis as is stated below in Section 44.04. (c) Notwithstanding anything herein to the contrary, should Landlord agree to permit Tenant to lease any and all available space in Expansion Space within the low rise elevator bank, subject only to i) contrary rights (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991Building, and iisuch Expansion does not meet the criteria provided for in Section 44.01(a) expansion options granted at for the outset to other tenants whoexercise of the Right of Expansion, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space then the Fixed Base Rent for any such leased Expansion Space shall be pursuant to this the same terms used for determining Fixed Base Rent on a per square foot basis as is stated below in Section 28 which was 44.04 44.02. Landlord shall deliver written notice to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, Tenant (aa “ROFO Notice”) Lessee shall be deemed to have waived the part of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have no later than ten (10) business days after any previously leased space in the Building becomes available for lease; if such ROFO Notice is sent more than three (3) years after the Rent Commencement Date of this Lease then such ROFO Notice shall include Landlord’s Determination as to the Fair 52 Market Value of such offered leased space. Tenant shall have an exclusive period of fifteen (15) business days after receipt of such a notice in ROFO Notice within which to elect in writing notify Landlord of Tenant’s desire to lease the applicable Expansion Space that is the subject of the ROFO Notice, or any portion thereof (a “ROFO Acceptance Notice”). A ROFO Acceptance Notice shall specify the exact space in question on (which must be at least 10,000 square feet if the applicable ROFO Notice is for more than 10,000 square feet, and must be all of the offered termssquare footage if the applicable ROFO Notice is for 10,000 square feet or less) that Tenant is electing to rent. If Tenant timely delivers a ROFO Acceptance Notice, with then Landlord shall be obligated to lease the exceptions that i) Lessee applicable Expansion Space to Tenant, and Tenant shall in no event be obligated to lease such space for Expansion Space from Landlord, upon the terms described in Section 44.04. If Tenant fails to deliver a term that extends beyond the expiration date then applicable to the balance ROFO Acceptance Notice within fifteen (15) business days after its receipt of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to a ROFO Notice, the Right of First offer/Offer with respect to such Expansion Space shall be deemed to be exhausted for this particular circumstance only, and, subject to Section 44.03, Landlord may proceed to offer such Expansion Space to third parties on such terms as Landlord may determine in its sole discretion. 44.03. Landlord shall deliver written notice to Tenant (a “ROFR Notice”) within ten (10) business days after Landlord’s receipt of a signed offer letter, term sheet or letter of intent from a prospective Expansion Space tenant which Landlord desires to accept (a “Bona Fide Offer”). Tenant shall have an exclusive period of ten (10) business days after receipt of the ROFR Notice within which to notify Landlord of Tenant’s desire to lease the applicable Expansion Space that is the subject of the Bona Fide Offer (a “ROFR Acceptance Notice”). Tenant shall have no right to lease less than all of the Expansion Space that is the subject of the Bona Fide Offer. If Tenant timely delivers a ROFR Acceptance Notice, then Landlord shall be obligated to lease the applicable Expansion Space described in the Bona Fide Offer to Tenant, and Tenant shall be obligated to lease such Expansion Space from Landlord, upon the terms described in Section 44.04. If Tenant fails to deliver a ROFR Acceptance Notice within ten (10) business days after its receipt of a ROFR Notice, the Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor Expansion Space shall be free deemed to be exhausted for this particular circumstance only and Landlord may proceed to lease such Expansion Space to the space party that submitted the Bona Fide Offer subject to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such following conditions: (a) a lease is executed must be signed with the party that submitted the Bona Fide Offer within six nine (9) months after of the date of Lessorexhaustion of the Right of First Refusal or such leased space must be offered back to Tenant and a new ROFR Notice must be sent to Tenant pursuant to the terms of this Article; and/or (b) should the leased space become available again then it must be offered back to Tenant and a new ROFO Notice must be sent to Tenant pursuant to the terms of Article 44.02; and/or (c) should Landlord offer such leased space on economic terms that are, after giving effect to all rental concessions, 10% or more favorable to such other party than the economic terms that were offered to Tenant in Landlord’s notice ROFO Notice or pursuant to LesseeArticle 44.04, then Landlord must issue a new ROFR Notice to Tenant and comply with the terms of this Article. 44.04. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights Tenant exercises its Right of First Offer/Rights , its Right of First Refusal, its Right of Expansion, or any other permitted Expansion as provided for in Section 44.01(c), for any Expansion Space prior to the third (3rd) anniversary of the Rent Commencement Date, then the lease for such Expansion Space shall be upon the terms and conditions of this Lease (including the Fixed Base Rent, which shall be the same (on a per square foot basis) as the Fixed Base Rent then payable by Tenant at the time of such Expansion for the space originally comprising the Demised Premises) except that the Tenant Improvement Allowance and any free rent period for such Expansion Space shall be reduced proportionately based on the remaining term of this Lease. If Tenant exercises its Right of First Offer or Right of First Refusal shown for any Expansion Space from and after the third (3rd) anniversary of the Rent Commencement Date, the lease for such Expansion Space shall be upon the terms and conditions of this Lease except that the Fixed Base Rent for such Expansion Space shall be based upon Fair Market Value at the time of such Expansion and Tenant shall not be entitled to any free rent period or Tenant Improvement Allowance with respect to the Expansion Space. In no event shall Tenant’s exercise of its Right of First Offer, its Right of First Refusal, its Right of Expansion, or any other such permitted Expansion as provided for in Section 44.01(c) for Expansion Space result in an extension of the Term or the granting of any additional Renewal Options not otherwise provided for in the following tableterms and conditions of this Lease, unless otherwise agreed upon by Landlord and Tenant. The initial retail space alternatives available If Fixed Base Rent for any Expansion Space is to Lessee under be based on the Fair Market Value at the time of such Expansion, and such Fair Market Value cannot be determined by Landlord and Tenant prior to the commencement of the term for the Expansion Space, then until Fair Market Value can be determined in accordance with Sections 43.04(d), (e) and (f), Tenant shall pay Fixed Base Rent based upon the same per square foot rent then payable by Tenant at the time of such Expansion for the original Demised Premises. If Tenant exercises its Right of First Offer, its Right of First Refusal, its Right of Expansion, or Tenant is permitted to lease Expansion Space pursuant to Section 1.1(c44.01(c), then for any such Expansion Space, this Lease shall be amended by Landlord and Tenant to incorporate such Expansion Space and the terms applicable to such Expansion Space, to modify Tenant’s Percentage, and as otherwise may be necessary in Landlord’s commercially reasonable judgment. 44.05. Notwithstanding anything herein to the contrary, Tenant may at any time during the Term deliver to Landlord a written request for Landlord to provide a listing of all lease termination dates and anticipated vacancies at the Building. Landlord shall provide such listing within fifteen (15) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3business days thereafter. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.[SIGNATURE PAGE FOLLOWS]

Right of First Offer Right of First Refusal. 28.1 Commencing January 144.01. Provided that at the time of exercise or execution of such rights set forth in this article, 1993 and continuing throughout an Event of Default has not occurred that remains uncured, then Landlord hereby grants to Tenant on-going rights of first offer (individually or collectively referred to herein as the term of the Lease (including extension options), Lessee shall have the following described “Right of First Offer/”) and first refusal (individually or collectively referred to herein as the “Right of First Refusal”) during the Term of this Lease that can be exercised to lease any additional space in the Building that is or becomes vacant at any time during the Term (hereinafter “Expansion Space”), with such rights subject only to the prior rights of existing tenants of the Building extending the terms of their existing leases. The Right of First Offer is subject to the following terms and conditions set forth in Section 44.02 and in Section 44.04. The Right of First Refusal is subject to the following terms and conditions set forth in Section 44.03 and in Section 44.04. Any lease by Tenant of additional space in the Building pursuant to this Article 44 shall be referred to herein as an “Expansion”. (a) In addition to the Right of First Offer and Right of First Refusal, Tenant may at any time during the Term exercise a right of expansion (the “Right of Expansion”) whereby Tenant may lease any Expansion Space in the Building provided that (i) such Expansion Space is not subject to a lease with any third party (regardless of whether such third party is in occupancy), (ii) such expansion would not leave less than Four Thousand (4,000) square feet of remaining rental space on such floor, and (iii) such Expansion Space consists of at least Nine Thousand (9,000) square feet if the Expansion Space is located on the second floor of the Building and at least Seven Thousand Five Hundred (7,500) square feet if the Expansion Space is located on the first floor of the Building. (b) Should Tenant exercise its Right of Expansion then the Fixed Base Rent for any such leased Expansion Space shall be pursuant to the same terms used for determining Fixed Base Rent on a per square foot basis as is stated below in Section 44.04. (c) Notwithstanding anything herein to the contrary, should Landlord agree to permit Tenant to lease any and all available space in Expansion Space within the low rise elevator bank, subject only to i) contrary rights (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991Building, and iisuch Expansion does not meet the criteria provided for in Section 44.01(a) expansion options granted at for the outset to other tenants whoexercise of the Right of Expansion, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space then the Fixed Base Rent for any such leased Expansion Space shall be pursuant to this the same terms used for determining Fixed Base Rent on a per square foot basis as is stated below in Section 28 which was 44.04 44.02. Landlord shall deliver written notice to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, Tenant (aa “ROFO Notice”) Lessee shall be deemed to have waived the part of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have no later than ten (10) business days after any previously leased space in the Building becomes available for lease; if such ROFO Notice is sent more than three (3) years after the Rent Commencement Date of this Lease then such ROFO Notice shall include Landlord’s Determination as to the Fair Market Value of such offered leased space. Tenant shall have an exclusive period of fifteen (15) business days after receipt of such a notice in ROFO Notice within which to elect in writing notify Landlord of Tenant’s desire to lease the applicable Expansion Space that is the subject of the ROFO Notice, or any portion thereof (a “ROFO Acceptance Notice”). A ROFO Acceptance Notice shall specify the exact space in question on (which must be at least 10,000 square feet if the applicable ROFO Notice is for more than 10,000 square feet, and must be all of the offered termssquare footage if the applicable ROFO Notice is for 10,000 square feet or less) that Tenant is electing to rent. If Tenant timely delivers a ROFO Acceptance Notice, with then Landlord shall be obligated to lease the exceptions that i) Lessee applicable Expansion Space to Tenant, and Tenant shall in no event be obligated to lease such space for Expansion Space from Landlord, upon the terms described in Section 44.04. If Tenant fails to deliver a term that extends beyond the expiration date then applicable to the balance ROFO Acceptance Notice within fifteen (15) business days after its receipt of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to a ROFO Notice, the Right of First offer/Offer with respect to such Expansion Space shall be deemed to be exhausted for this particular circumstance only, and, subject to Section 44.03, Landlord may proceed to offer such Expansion Space to third parties on such terms as Landlord may determine in its sole discretion. 44.03. Landlord shall deliver written notice to Tenant (a “ROFR Notice”) within ten (10) business days after Landlord’s receipt of a signed offer letter, term sheet or letter of intent from a prospective Expansion Space tenant which Landlord desires to accept (a “Bona Fide Offer”). Tenant shall have an exclusive period of ten (10) business days after receipt of the ROFR Notice within which to notify Landlord of Tenant’s desire to lease the applicable Expansion Space that is the subject of the Bona Fide Offer (a “ROFR Acceptance Notice”). Tenant shall have no right to lease less than all of the Expansion Space that is the subject of the Bona Fide Offer. If Tenant timely delivers a ROFR Acceptance Notice, then Landlord shall be obligated to lease the applicable Expansion Space described in the Bona Fide Offer to Tenant, and Tenant shall be obligated to lease such Expansion Space from Landlord, upon the terms described in Section 44.04. If Tenant fails to deliver a ROFR Acceptance Notice within ten (10) business days after its receipt of a ROFR Notice, the Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor Expansion Space shall be free deemed to be exhausted for this particular circumstance only and Landlord may proceed to lease such Expansion Space to the space party that submitted the Bona Fide Offer subject to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such following conditions: (a) a lease is executed must be signed with the party that submitted the Bona Fide Offer within six nine (9) months after of the date of Lessorexhaustion of the Right of First Refusal or such leased space must be offered back to Tenant and a new ROFR Notice must be sent to Tenant pursuant to the terms of this Article; and/or (b) should the leased space become available again then it must be offered back to Tenant and a new ROFO Notice must be sent to Tenant pursuant to the terms of Article 44.02; and/or (c) should Landlord offer such leased space on economic terms that are, after giving effect to all rental concessions, 10% or more favorable to such other party than the economic terms that were offered to Tenant in Landlord’s notice ROFO Notice or pursuant to LesseeArticle 44.04, then Landlord must issue a new ROFR Notice to Tenant and comply with the terms of this Article. 44.04. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights Tenant exercises its Right of First Offer/Rights , its Right of First Refusal, its Right of Expansion, or any other permitted Expansion as provided for in Section 44.01(c), for any Expansion Space prior to the third (3rd) anniversary of the Rent Commencement Date, then the lease for such Expansion Space shall be upon the terms and conditions of this Lease (including the Fixed Base Rent, which shall be the same (on a per square foot basis) as the Fixed Base Rent then payable by Tenant at the time of such Expansion for the space originally comprising the Demised Premises) except that the Tenant Improvement Allowance and any free rent period for such Expansion Space shall be reduced proportionately based on the remaining term of this Lease. If Tenant exercises its Right of First Offer or Right of First Refusal shown for any Expansion Space from and after the third (3rd) anniversary of the Rent Commencement Date, the lease for such Expansion Space shall be upon the terms and conditions of this Lease except that the Fixed Base Rent for such Expansion Space shall be based upon Fair Market Value at the time of such Expansion and Tenant shall not be entitled to any free rent period or Tenant Improvement Allowance with respect to the Expansion Space. In no event shall Tenant’s exercise of its Right of First Offer, its Right of First Refusal, its Right of Expansion, or any other such permitted Expansion as provided for in Section 44.01(c) for Expansion Space result in an extension of the Term or the granting of any additional Renewal Options not otherwise provided for in the following tableterms and conditions of this Lease, unless otherwise agreed upon by Landlord and Tenant. The initial retail space alternatives available If Fixed Base Rent for any Expansion Space is to Lessee under be based on the Fair Market Value at the time of such Expansion, and such Fair Market Value cannot be determined by Landlord and Tenant prior to the commencement of the term for the Expansion Space, then until Fair Market Value can be determined in accordance with Sections 43.04(d), (e) and (f), Tenant shall pay Fixed Base Rent based upon the same per square foot rent then payable by Tenant at the time of such Expansion for the original Demised Premises. If Tenant exercises its Right of First Offer, its Right of First Refusal, its Right of Expansion, or Tenant is permitted to lease Expansion Space pursuant to Section 1.1(c44.01(c), then for any such Expansion Space, this Lease shall be amended by Landlord and Tenant to incorporate such Expansion Space and the terms applicable to such Expansion Space, to modify Tenant’s Percentage, and as otherwise may be necessary in Landlord’s commercially reasonable judgment. 44.05. Notwithstanding anything herein to the contrary, Tenant may at any time during the Term deliver to Landlord a written request for Landlord to provide a listing of all lease termination dates and anticipated vacancies at the Building. Landlord shall provide such listing within fifteen (15) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.business days thereafter.

Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout The parties acknowledge that the term of the Lease Property is subject to (including extension options), Lessee shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bank, subject only to i) contrary rights a right of first offer and (including, but not limited to, expansion options, rights ii) a right of first refusal, in favor of Tenant as more particularly described in the Tenant Lease. Seller gave Tenant a notice of right of first offer on April 14, 2015 received on April 15, 2015 and a notice of right of first refusal on December 24, 2015 received on December 28, 2015. Tenant had until January 12, 2016 to respond to the right of first refusal. It shall be a condition precedent to Seller’s obligation to convey the Property in accordance with this Agreement that Tenant shall have waived such rights or that Seller shall have provided evidence that such rights have been deemed to have been waived by Tenant. Said waivers or such evidence (the “Waivers”) shall be in a form reasonably acceptable to Seller, Purchaser and the Title Company (such that the Title Company, in accepting the Waiver, is willing to issue the Title Policy not subject to such right of first offer or such right of first refusal in connection with the sale of the Property to Purchaser). Should Tenant exercise either its right of first offer or its right of first refusal, this Agreement shall terminate, the Deposit shall be returned to Purchaser and Seller shall reimburse Purchaser for its actual, out-of-pocket expenses relating to its investigation of the Property, not to exceed $100,000.00. If Seller has not provided the required Waivers or received an election by Tenant to exercise either such right, on or before two (2) business days prior to the Closing Date, then Seller shall have the right to delay the Closing for up to thirty (30) days upon written notice to Purchaser delivered not less than two (2) business days prior to the scheduled Closing Date; provided that Closing shall occur within three (3) business days following delivery of the final Waivers and the Tenant Estoppel shall not be dated more than 45 days prior to the Closing Date, as extended. If the foregoing requisite Waivers, Tenant Estoppel and/or exercise of rights of first offer, extension options and renewal optionsoffer or first refusal are not delivered to Purchaser at least two (2) granted to other tenants business days prior to December 18the Closing Date, 1991as may have been delayed as provided above, then Purchaser’s sole right with respect thereto shall be to elect to terminate this Agreement and the Deposit returned to Purchaser, and ii) expansion options granted at the outset Seller shall reimburse Purchaser for its actual, out-of-pocket expenses relating to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee shall be deemed to have waived the part its investigation of the option or options in question (or all of an option or optionsProperty, as the case may be) which Lessor intended not to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27exceed $100,000.00. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights of First Offer/Rights of First Refusal shown in the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.

Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout the term of the Lease (including extension options), Lessee shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bank, subject only to i) contrary rights (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee On and after the End Date, HCC shall be deemed free to have waived the part sell or dispose of all or any portion of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such spaceHCC Portfolio Contracts, provided that, when the space is offered Lessee under this Section 28, Lessor HCC shall have advised Lessee first offer to sell to HPS by notice in writing as (whether or not a bona fide offer has been received by HCC from a third party) the HCC Portfolio Contracts or portion thereof desired to be sold by HCC, at a price determined by HCC (the “Offered Price”), whereupon HPS will have the option or options to buy such HCC Portfolio Contracts for a period of twenty (or part thereof20) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) business days after receipt of such a notice at the Offered Price. If HPS declines to purchase such HCC Portfolio Contracts, then HCC shall have 120 days, commencing at the end of said twenty (20) business day period, in which to elect sell such Portfolio Contracts to any party free of such right of first offer in writing favor of HPS at a price which is no lower than the Offered Price less $1,000,000 (or, if less than all of the HCC Portfolio Contracts are the subject of the option to lease buy because HCC desires to sell or dispose of less than all of the space in question on HCC Portfolio Contracts, a proportionately lower amount than $1,000,000 based upon the offered terms, with proportion the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable value (determined according to the balance Valuation Formula) of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply the HCC Portfolio Contracts that are the subject of the option to buy bears to the Right value of First offer/Right of First Refusal space in question. If Lessee fails the entire HCC Portfolio Contracts (determined according to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect to such spaceValuation Formula)), Lessor value in each instance determined as of the end of the month preceding the month in which HPS declines to purchase. (b) If the price offered to a third-party prospective buyer during such 120-day period is lower than the amount specified in (a) above (the Offered Price, less $1,000,000, or a proportionately reduced amount), HCC shall first offer to HPS the right to purchase the HCC Portfolio Contracts at the price offered to the third-party prospective buyer, whereupon HPS shall have the option to purchase at said price by notice of exercise to be free received by HCC within twenty (20) business days after receipt of HCC’s notice of intent to lease the space sell to a third party on party-buyer. (c) If HPS exercises its right of first offer or its right of first refusal as provided in (a) and (b) above, respectively, HPS shall concurrently with its notice of exercise post a non-refundable deposit of 20% of the terms specified in Lessor’s most recent notice to Lesseecalculated price with HCC, provided such lease or a binding letter and the closing of intent for such a lease is executed the sale and purchase shall occur within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) business days of the notice of exercise. The consideration to respond. 28.3 Lessee be paid by HPS to HCC upon the exercise of its right of first offer or right of first refusal shall have be cash, and HCC will transfer by xxxx of sale to HPS the Rights HCC Portfolio Contracts (or portion thereof to be purchased by HPS) without warranty or representation except for the ownership of First Offer/Rights title by HCC, free of First Refusal shown liens and encumbrances created by or as a result of the actions of HCC. If the closing does not occur due to a default by HPS, the deposit will be kept by HCC, and if the circumstance is such that a second default in the following tableobligation to purchase pursuant to an exercised option by HPS has occurred, the right of first offer and right of first refusal of HPS shall both be forever extinguished. The initial retail space alternatives available In the event of a sale of HCC Portfolio Contracts to Lessee under Section 1.1(c) HPS after the End Date, or to a third-party buyer at any time, the residual commission payable to salespeople of HPS arising as a result of the sale of an HCC Portfolio Contract shall be paid and liquidated by HCC concurrently with the receipt of cash by HCC as a result of such sale, provided that, as a condition to such payment, the contractual provisions benefiting HPS relating to the non-solicitation by the salesperson of Merchants whose Contracts are set forth in column A. Opposite each the subject of the residual buy-out commission to be paid and liquidated are, at the request of HCC, assigned to HCC or its designee. It is acknowledged that there are no payroll taxes or withholding obligations arising out of the payment of such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.residual buy-out commissions.

Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout (a) If any Member (the term "TRANSFERRING MEMBER") desires to transfer all or any portion of such Member's Interest (the "OFFERED INTEREST") to any person or entity other than a Prohibited Transferee at any time on or after the date of the Lease Opening, then the Transferring Member shall give written notice (including extension optionsthe "FIRST OFFERING NOTICE") thereof to the other Member (the "NON-TRANSFERRING MEMBER"). The First Offering Notice shall specify the Offered Interest to be transferred, Lessee the purchase price and the other terms upon which the Transferring Member intends to so transfer. For a period of thirty (30) days following the effective date of the First Offering Notice, the Non-Transferring Member shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bank, subject only to i) contrary rights (includingright, but not limited tothe obligation, expansion optionsto elect to purchase all, but not less than all, of the Offered Interest for the purchase price (and on the other terms) specified in the First Offering Notice by delivering written notice of such election to the Transferring Member. (b) If the Non-Transferring Member fails to timely and validly elect to purchase the Offered Interest in accordance with the terms of the First Offering Notice (or rejects the opportunity to purchase), time being of the essence, then, notwithstanding the failure of the Transferring Member to obtain the consent required for the transfer of the Offered Interest pursuant to Section 6.01, the Transferring Member may offer the Offered Interest for sale on the open market for a period of one (1) year following the effective date of the First Offering Notice. If, during such one (1) year period, an offer is received from an independent third party that is not directly or indirectly affiliated with either Member and is not a Prohibited Transferee ("THIRD PARTY") and if the net effective purchase price offered by such Third Party is equal to or greater than the price previously offered to the Transferring Member and the Third Party is a Pre-Approved Transferee, then the Transferring Member shall be permitted to transfer the Offered Interest to such Pre-Approved Transferee without any further consent or rights of first refusaloffer and/or refusal in favor of the Non-Transferring Member. If the net effective purchase price offered by such Third Party is less than the purchase price previously offered to the Non-Transferring Member or if the purchase price is equal to or greater than the purchase price previously offered to the Non-Transferring Member and the Third Party is not a Pre-Approved Transferee, then the Transferring Member shall deliver written notice (the "SECOND OFFERING NOTICE") thereof to the Non-Transferring Member. The Second Offering Notice shall specify the identity of the Third Party, the purchase price made in the offer by such Third Party and the other terms of purchase. For a period of thirty (30) days following the effective date of the Second Offering Notice, the Non-Transferring Member shall have the right, but not the obligation, to elect to purchase all, but not less than all, of the Offered Interest for the purchase price (and on the other terms) specified in the Second Offering Notice by delivering written notice of such election to the Transferring Member. (c) If the Non-Transferring Member fails to timely and validly elect to purchase the Offered Interest in accordance with the terms of the Second Offering Notice (or rejects the opportunity to purchase), then the Transferring Member may transfer the Offered Interest to the Third Party identified in the Second Offering Notice at the same price and on the same terms as are specified in the Second Offering Notice for a period of one (1) year following the date of the Second Offering Notice without any further consent or rights of first offeroffer and/or refusal in favor of the Non-Transferring Member. (d) If the Non-Transferring Member timely and validly elects to purchase the Offered Interest in accordance with the provisions of Section 6.03(a) or 6.03(b) above, extension options and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted then the closing for such purchase shall be held at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee shall be deemed to have waived the part principal office of the option Company in Nevada within sixty (60) days following the effective date of the First Offering Notice or options in question (or all of an option or optionsthe Second Offering Notice, as the case may be. (e) which Lessor intended If the Non-Transferring Member timely and validly elects to satisfy acquire the Offered Interest in accordance with such space, provided that, when the space is offered Lessee under foregoing provisions of this Section 286.03, Lessor but fails to consummate such purchase, then the Offered Interest shall have advised Lessee thereafter be freely transferable by the Non-Transferring Member to any Third Party without any further consent or rights of first offer and/or refusal in writing favor of the Non-Transferring Member. (f) The Members acknowledge and agree that either Member may assign such Member's rights of first offer and/or rights of first refusal set forth above in this Section 6.02 to any Affiliate of such Member (which shall include, without limitation, Aladdin Gaming, in the case of Holdings II) without the consent of the other Member so as to enable any such Affiliate to acquire the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27Offered Interest. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor (g) This Section 6.03 shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space a transfer described in question. If Lessee fails to so elect within such deadline (Article VII or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respondArticle VIII below. 28.3 Lessee shall have the Rights of First Offer/Rights of First Refusal shown in the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.

Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout The parties acknowledge that the term of the Lease Property is subject to (including extension options), Lessee shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bank, subject only to i) contrary rights a right of first offer and (including, but not limited to, expansion options, rights ii) a right of first refusal, in favor of Tenant as more particularly described in the Tenant Lease. It shall be a condition precedent to Seller’s obligation to convey the Property in accordance with this Agreement that Tenant shall have waived such rights or that Seller shall have provided evidence that such rights have been deemed to have been waived by Tenant. Said waivers or such evidence (the “Waivers”) shall be in a form reasonably acceptable to Seller, Purchaser and the Title Company (such that the Title Company, in accepting the Waiver, is willing to issue the Title Policy not subject to such right of first offer or such right of first refusal in connection with the sale of the Property to Purchaser). Should Tenant exercise either its right of first offer or its right of first refusal, this Agreement shall terminate, the Deposit shall be returned to Purchaser and Seller shall reimburse Purchaser for its actual, out-of-pocket expenses relating to its investigation of the Property, not to exceed $50,000.00. If Seller has not provided the required Waivers or received an election by Tenant to exercise either such right, on or before two (2) business days prior to the Closing Date, then Seller shall have the right to delay the Closing for up to thirty (30) days upon written notice to Purchaser delivered not less than two (2) business days prior to the scheduled Closing Date; provided that Closing shall occur within three (3) business days following delivery of the final Waivers and the Tenant Estoppel shall not be dated more than 45 days prior to the Closing Date, as extended. If the foregoing requisite Waivers, Tenant Estoppel and/or exercise of rights of first offer, extension options and renewal optionsoffer or first refusal are not delivered to Purchaser at least two (2) granted to other tenants business days prior to December 18the Closing Date, 1991as may have been delayed as provided above, then Purchaser’s sole right with respect thereto shall be to elect to terminate this Agreement and the Deposit returned to Purchaser, and ii) expansion options granted at the outset Seller shall reimburse Purchaser for its actual, out-of-pocket expenses relating to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee shall be deemed to have waived the part its investigation of the option or options in question (or all of an option or optionsProperty, as the case may be) which Lessor intended not to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27exceed $50,000.00. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect to such space), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm to Lessee the terms previously proposed to Lessee, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights of First Offer/Rights of First Refusal shown in the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.

Right of First Offer Right of First Refusal. Effective as of the Date of this Amendment, Section 28 of the Lease, as previously amended, is hereby deleted and replaced in its entirety as follows (for the avoidance of doubt, the Existing Rights (defined below) in favor of Lessee as described in the table attached hereto as Exhibit “D” shall continue in full force and effect and the priority thereof in relation to the rights of other tenants in the Building shall not be affected, notwithstanding new Section 28 as provided below): 28.1 Commencing January 1on the Effective Date, 1993 and continuing throughout the term of the this Lease as extended hereby (including through subsequent extension options), Lessee shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bankbank (i.e., floors 4-22, inclusive) in the Building) (the “Option Space”), subject only to i) the contrary rights (including, but not limited toe.g., expansion options, rights of first refusal, and rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF date of mutual execution hereof; all such existing contrary rights are set forth in Lessee’s elevator bankthe table attached hereto as Exhibit “D” (the “Existing Rights”). If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee Any Option Space shall be deemed to have waived the part of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27based upon a new base year. 28.2 When Lessor first learns that office space with Lessee’s elevator bank any portion of the Option Space is or will be availableavailable and is not subject to any Existing Rights, Lessor shall promptly notify Lessee in writing (the “Notice of Availability”) of the fact and the anticipated date of such availabilitydelivery (the “Delivery Date”). If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing use good faith efforts to provide a Notice of Availability approximately twelve (12) months prior to the terms on which Lessor would be willing to lease such spaceexpected date of availability where reasonably possible. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have forty-five (45) days (the “Response Period”) after receipt of the Notice of Availability (provided that the Response Period shall be reduced to ten (10) business days after receipt in cases where Lessor provides a Notice of Availability due to an unforeseen or unscheduled vacancy in any Option Space, and Lessor shall state the reason for such a notice shortened Response Period with reasonable particularity in its Notice of Availability) in which to elect (the “Right of First Offer”) in writing to lease the space in question on Option Space described therein (the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance “Notice of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in questionAcceptance”). If Lessee fails to so elect within such deadline provide a Notice of Acceptance by the end of the Response Period, then (or within the five (5i) day deadline of a subsequent notice with respect to such space), Lessor shall be free to offer the subject Option Space for lease to the market, subject, however, to Lessee’s rights (if any) pursuant to Section 28.3 below; and (ii) Lessee shall not be entitled to receive a Notice of Acceptance pursuant to this Section 28.2 until approximately twelve (12) months prior to the scheduled expiration date (including any exercised extension or renewal terms) of any third-party lease entered into by Lessor following Lessee’s waiver of its rights hereunder. If Lessee timely provides a Notice of Acceptance exercising its Right of First Offer, the subject Option Space shall be added to the Leased Premises under the same terms and conditions as are then applicable to the Leased Premises then being leased by Lessee, including without limitation as to term, extension options, and per-square foot base monthly rent and the timing of any applicable rent increases; provided however, that: HomeStreet Bank / USLLC Twenty-First Amendment to Lease (a) The subject Option Space shall be deemed added to the Leased Premises and Rent will commence being due and payable with respect thereto, on the date (such date, the “Option Space Commencement Date”) that is the earlier to occur of (i) the date that is one hundred twenty (120) days after Lessor makes the subject Option Space available for commencement of Lessee’s Tenant Improvements, and (ii) the date on which Lessee occupies any portion of the subject Option Space for beneficial business purposes; (b) Lessee will not be charged any rent, utility charges or other operating costs or expenses as to the subject Option Space between the Delivery Date and the Option Space Commencement Date; (c) Lessee shall accept delivery of the subject Option Space on the Delivery Date in its then as-is condition and shall be responsible for any alterations desired by it to the subject Option Space to prepare it for occupancy, and if Lessor is delayed in delivering possession of the subject Option Space due to the holdover or unlawful possession of any portion of such space by any third party, Lessor shall use commercially reasonable, good faith efforts to obtain possession of such space, and the Delivery Date and Option Space Commencement Date shall be appropriately delayed and Lessee will not lose its rights to such Option Space; (d) The per-square foot Tenant Improvement Allowance allocable to the subject Option Space shall be $2.00 per square foot per year of remaining Lease Term, up to a third party on the terms specified in Lessor’s most recent notice to Lesseemaximum of $20.00 per square foot, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If mutual execution of this Amendment, prorated for partial years; (e) Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period, or if during such six month period Lessor wishes to reaffirm shall grant to Lessee a Supplemental Allowance allocable to the terms previously proposed subject Option Space, which shall be equal up to Lessee$30.00 per-square foot, and if elected to be received by Lessee which shall be amortized with interest at eight percent (8%) per annum over the remainder of the Term, as extended pursuant to this Amendment. after the Option Space Commencement Date. 28.3 If Lessee does not provide a Notice of Acceptance as described in Section 28.2 above, then Lessor shall be required free to first remarket the subject Option Space for Lease to any third party; provided that, if either: (A) if Lessor shall at any time thereafter receive a bona fide offer from a Bank Competitor (defined in Section 28.4 below) to lease all or any part of the subject Option Space, which offer Lessor shall desire to accept, or (B) the subject Option Space does not become subject to an executed letter of intent (executed by both parties: i.e., Lessor and the prospective new tenant) or other written indicia of commitment by any other third-party to negotiate and enter into a lease for such space within one hundred twenty (120) days after expiration of the Response Period (for the avoidance of doubt, satisfaction of the foregoing requirement shall not be deemed to require an executed lease with such third party), and if Lessor shall thereafter receive a bona fide offer from any third party to lease all or any part of the space subject Option Space, which offer Lessor shall desire to accept (as evidenced by the mutual execution of the letter of intent or other objective written acknowledge of acceptance), then Lessor shall promptly provide to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms a Notice of Availability along with a third copy of such third-party within the six month periodoffer, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, and Lessee shall have ten (10) business days thereafter in which to respond. 28.3 elect to lease the subject Option Space (the “Right of First Refusal”) by delivery of a Notice of Acceptance to Lessor. If Lessee fails to timely provide a Notice of Acceptance as aforesaid, then (i) Lessor shall be free to offer the subject Option Space for lease to the market, free from Lessee’s Right of First Offer and Lessee’s Right of First Refusal; and (ii) Lessee shall have not be entitled to receive a Notice of Acceptance pursuant to this Section 28.3 until approximately twelve (12) months prior to the Rights scheduled expiration date (including any exercised extension or renewal terms) of First Offer/Rights any third-party lease entered into by Lessor following Lessee’s waiver of its rights hereunder. However, Lessee’s Right of First Refusal shown shall again arise as to the subject Option Space and the procedures described in the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.28.3 shall be followed if HomeStreet Bank / USLLC Twenty-First Amendment to Lease

Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout the term of the Lease (including extension options), 25.1 Lessee shall have the following described Right a right of First Offer/Right of First Refusal first offer to lease any and all available space purchase Lessor’s interest in the low rise elevator bankLeased Premises should Lessor decide to market or offer the Leased Premises for sale. Lessor shall first offer to sell the Leased Premises to Lessee at Fair Market Value (defined below) by written notice to Lessee. Lessee shall have 20 days to respond by written notice if Lessee desires to acquire the Leased Premises. The sale shall be of the land and Lessor’s residual interest in the improvements, subject only free and clear of all monetary debts and obligations, reversions, right of refusal and rights or options to i) contrary rights purchase, with no other encumbrances or restrictions on the land or improvements other than those in existence as of the date of this Lease (includingexcept for any placed thereon with the consent and approval of Lessee). Otherwise, but not limited tothe purchase shall be “AS IS, expansion optionsWHERE IS” by special warranty deed, rights of first refusal, rights of first offer, extension options with all faults and renewal options) granted without representation as to other tenants prior to December 18, 1991physical condition including without limitation environmental condition, and ii) expansion options granted subject to all matters of record. Lessee shall pay for its own title insurance coverage and any due diligence, real estate taxes, closing costs and other items of expense related to the Leased Premises that are Lessee’s obligation to pay hereunder. “Fair Market Value” means the value of the land at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF time of the sale and Lessor’s residual interest in Lessee’s elevator bankthe improvements thereon at the time of the expiration of this Lease. If Lessor sends notice to Lessee elects of Lessor’s election to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee shall be deemed to have waived sell the part of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28Leased Premises, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27. 28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested include in such space and requests notice the name of a proposal from Lessor, Lessor will notify Lessee in writing of the terms person selected to act as appraiser on which Lessor would be willing to lease such spaceits behalf. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) Within 10 days after receipt of such a notice in which to elect in writing to lease the space in question on the offered termsnotice, with the exceptions that i) Lessee shall by notice to Lessor appoint a second person as appraiser on its behalf. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto) with at least 5 years’ experience in the State of Kentucky appraising property similar to the Leased Premises, shall, within 40 days after the date of the Lessor’s original notice appointing the first appraiser, proceed to appraise the Leased Premises to determine the Fair Market Value thereof as of the relevant date; provided, however, that if only 1 appraiser shall have been so appointed (and Lessee shall have the right to accept the appointment of Lessor’s appraiser for all purposes hereunder), then the determination of such appraiser shall be final and binding upon the parties. If 2 appraisers are appointed and if the difference between the amounts so determined does not exceed 5% of the greater of such amounts, then the Fair Market Value shall be an amount equal to 50% of the sum of the amounts so determined. If the difference between the amounts so determined exceeds 5% of the greater of such amounts, then such 2 appraisers shall have 20 days to appoint a third appraiser. If no event be obligated to lease such space appraiser shall have been appointed within such 20 days or within 90 days of the original request for a term that extends beyond determination of Fair Market Value, whichever is earlier, either Lessor or Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the expiration date then applicable original appraisers or by such court shall be instructed to determine the Fair Market Value or Fair Market Rental within 30 days after appointment of such appraiser. The determination of the appraiser which differs most in the terms of dollar amount from the determinations of the other 2 appraisers shall be excluded, and 50% of the sum of the remaining 2 determinations shall be final and binding upon Lessor and Lessee as the Fair Market Value. This provision for determining by appraisal shall be specifically enforceable to the balance extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. Lessor and Lessee shall each pay the fees and expenses of Lessee’s leased premises the appraiser appointed by it and ii) Lessee’s two fiveeach shall pay one-year extension options shall apply to half of the Right fees and expenses of First offer/Right the third appraiser and one-half of First Refusal space all other costs and expenses incurred in questionconnection with each appraisal. If Lessee fails to so elect within such deadline (or within the five (5) day deadline of a subsequent notice with respect respond to such space), Lessor shall be free to lease the space to a third party on the terms specified in Lessor’s most recent first notice to Lessee, provided such lease or a binding letter of intent for such a lease is executed within six months after the date of Lessor’s notice to Lessee. If Lessor wishes to offer more favorable rent, tenant improvements, parking or other material terms (from a tenant’s perspective) to a third party during such six month period20 days, or if during Lessee rejects such six month period offer within such 20 days, then Lessor wishes may proceed to reaffirm to Lessee offer, market and sell the terms previously proposed to LesseeLeased Premises, Lessor shall be required to first re-offer the space to Lessee on such improved terms or reaffirmed terms, in which event Lessee will be required to respond in five (5) days. Likewise, if Lessor fails to come to terms with a third party within the six month period, Lessor will be required to re-offer the space to Lessee on whatever terms Lessor then chooses, and, in that event, Lessee shall have ten (10) days to respond. 28.3 Lessee shall have the Rights of First Offer/Rights of First Refusal shown in the following table. The initial retail space alternatives available to Lessee under Section 1.1(c) are set forth in column A. Opposite each such alternative, there is set forth the space or spaces which are subject to Lessees rights under this Section 28.3. The spaces currently leased by Federal Express and One Stop Copy are shown on Exhibit A.Lease, to third parties.