Common use of Right of First Offer to Purchase Clause in Contracts

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire Offeror hereby grants to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the Offeree a right of first offer to purchase any ROFO Facility in accordance with the following: (a) Offeror hereby agrees that neither Offeror nor any Affiliate thereof shall enter into any agreement with any third party for the purchase and/or sale of any ROFO Facility without first offering Offeree the right to purchase the ROFO Facility. If Offeror or any Affiliate thereof proposes to sell a ROFO Facility, Offeror or such Affiliate shall deliver notice thereof to Offeree (an “First Offer RightROFO Notice”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer which ROFO Notice shall set forth the material business terms of such third party offer proposal including, without limitation, Offeror’s or which Landlord is willing to accept. Time is such Affiliate’s proposed sales price, the square footage of the essence ROFO Facility, the terms of any leases associated with respect the ROFO Facility, the proposed due diligence period, the proposed closing date, any deposit requirements, and other principal business terms. Offeree shall have the option (an “ROFO Facility Option”) to Tenantpurchase the ROFO Facility, which Offeree shall exercise by delivering irrevocable notice to Offeror or Offeror’s exercise Affiliate, as applicable (an “Acceptance Notice”), within ten (10) Business Days of its rights under the giving of the ROFO Notice, along with an agreement of sale to purchase the ROFO Facility, containing the operative terms and conditions set forth in this Section 19, and Tenant acknowledges 2. The form of agreement shall be substantially similar to that Landlord requires strict adherence to the requirement that the Notice be timely made and in writingwhich Offeree has previously negotiated with Offeror. (3b) In the event Tenant If Offeree declines or fails to so notify Landlord exercise its right of first offer within said the period provided in Section 2(a) above (such failure being deemed a waiver of any such right), then Offeror or Offeror’s Affiliate, as applicable, shall thereafter be free to offer for sale (and sell) the ROFO Facility upon terms similar to those set forth in the ROFO Notice. However, if Offeror or such Affiliate is subsequently willing to sell the ROFO Facility on terms which are materially different from that set forth in the ROFO Notice, then Offeror or such Affiliate shall provide Offeree with a revised ROFO Notice in accordance with the terms of this Section 2 and Offeree shall have all of the same rights as set forth herein, except that Offeree must deliver an Acceptance Notice within five (5) business day period, Landlord Business Days of the giving of such revised ROFO Notice. Time shall be free of the essence as to offer said First Offer Space to a third party on Offeree’s giving of any Acceptance Notice. The terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenantupon which Offeror or Offeror’s Affiliate, as promptly as applicable, is practicable after its giving of willing to sell the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title ROFO Facility shall be deemed marketable materially different if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase net effective sales proceeds shall be more than three percent (3%) less than the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise net effective sales proceeds set forth in Landlord’s Offerthe ROFO Notice. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1a) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime If during the initial term of this lease, Landlord desires to sell all or any portion of the LeasePremises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall desire give Tenant a notice (herein called the “Offering Notice”) offering to sell any of the condominium units owned by Landlord in Offered Property to Tenant at the Building purchase price (collectively, the “First Offer SpacePrice”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall have elect, by notice to Landlord, to either (i) purchase the right of first offer Offered Property on the terms contained in the Offering Notice (the “First Offer Right”), without any substantive change whatsoever) or (ii) refuse to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, Offered Property as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right herein provided. Time shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise election, and any failure by Tenant to notify Landlord of its rights under this Section 19election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant acknowledges that Landlord requires strict adherence may have pursuant to the requirement that the Notice be timely made and this Article 44 in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, connection therewith). Landlord shall not be free permitted to offer said First Offer Space to a third party on any terms whatsoeverrevoke the Offering Notice during the Option Period, and this First Offer Right but the Offering Notice shall be null deemed to be revoked during the Option Period if Landlord and void and of no further force and effect. (4) In Tenant or its designee enter into a purchase agreement on terms different than those contained in the event that Offering Notice. If Tenant desires to purchase the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the NoticeOffered Property, Tenant and Landlord shall order title enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and arrange for closing. Closing must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “ClosingOffer Contract”). The Offer Contract must be entered into within thirty (30) on Tenant’s purchase days following the expiration of the First Offer Space shall be held as close Option Period. Notwithstanding the foregoing, if the parties are not able to the date agree upon a final form of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. Contract within said thirty (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (18030) day period, then Tenant mayupon the request of either party, the final form of Offer Contract may be determined by written notice to Landlordexpedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not at any time prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except execution of a contract with respect to obligations and liabilities a third-party purchaser for a sale of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equityownership interests, Landlord shall have the right to enforce specific performance give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of Tenant’s obligations the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to purchase and pay for any such request of Landlord within ten (10) Business Days after receipt of same (time being of the First Offer Space in accordance essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this RiderArticle 44. (8) This First b) Among other matters, the Offer Right Contract shall incorporate the following (“Terms”): (i) a closing date that is personal thirty (30) days following the date of the Offer Contract; (ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant; (iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and (iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and any liens created or arising from the acts of Tenant and or its agents, or anyone claiming by or through such parties). (v) that the Landlord shall not be separated from required to give any representation or warranty regarding the Lease Premises or transferred by this lease. (a) If Tenant independently shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the leasehold interest Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by the prospective buyer shall be no less than ninety percent (90%) of the Offer Price taking into account all material relevant economic matters, including, without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19limitation, the following provisions shall apply payment of the purchase price in its entirety in cash (subject to the First Offer Right and to Tenant’s purchaseany assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the First Offer Space: subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within twelve (112) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on months after the date of ClosingTenant’s refusal or deemed refusal to purchase, Tenant is in possession and if a sale of the Leased Premises Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and Tenant thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not in default substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of this Lease. (2) The First Offer Space shall be delivered such transaction, deliver to Tenant in “AS IS” conditiona notice specifying the terms of such transaction, unless and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in Landlord’s Offersaid notice. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the Sale is consummated as contemplated by Section 18 abovetime Landlord would otherwise deliver a Landlord’s Offer (defined below), if at anytime during the term subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, Landlord and shall desire to sell not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”)Tenant then exists under this Lease, Tenant shall have the a right of first offer (the “First Offer Right”), to purchase Landlord’s interest in the First Offer Space Project on the terms and conditions provided below. As used herein, for purposes hereof, the same purchase term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs. (a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, and other terms and conditionshowever, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as are set forth in a notice from Landlord to Tenant defined below) of the Project as of the Commencement Date. Within thirty (“30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014. (b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind except with respect to Landlord’s existence and authority to sell; (ii) a Fifty Thousand Dollar ($50,000.00) cash deposit to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which shall be increased to equal three percent (3%) of the Purchase Price upon waiver of Tenant’s due diligence contingency, all of which funds shall be placed in an escrow with a nationally-recognized title company selected by Landlord and reasonably acceptable to Tenant until the closing and (A) be applied towards the Purchase Price at closing or (B) be refundable to Tenant if and only if the purchase fails to close due to no fault of Tenant (and shall otherwise be nonrefundable); (iii) all cash consideration; (iv) a due diligence period of forty-five (45) days following the date of Landlord’s receipt of Tenant’s notice of acceptance in order to complete its title, survey and other property evaluations; (v) closing within fifteen (15) days after the aforementioned due diligence period expires; (vi) allocation of closing costs (including transfer taxes and escrow fees) in accordance with El Paso County custom; (vii) no contingencies to closing other than (A) Tenant’s aforementioned due diligence period and (B) performance by the parties of their respective obligations under the Purchase and Sale Agreement; and (viii) incorporating the other terms of sale specified in Landlord’s Offer (if any). The parties shall then have a period of up to twenty (20) business days from Tenant’s receipt of the draft Purchase and Sale Agreement within which to negotiate in good faith and execute the final form of the Purchase and Sale Agreement consistent with the foregoing. At Tenant’s written request received by Landlord prior to the end of such negotiation period, (x) Landlord shall provide to Tenant, without representation or warranty of any kind, copies of any and all environmental and physical plant reports and studies for the Project then in Landlord’s possession and not previously delivered to Tenant and (y) Landlord shall provide Tenant with reasonable access to Landlord’s lease files for the Project to enable Tenant to review any correspondence with any governmental agencies regarding the Project, which Tenant shall be permitted to copy ((x) and (y) collectively, the “Property Documents”), all of which Property Documents shall be returned to Landlord if the closing does not occur for any reason. (c) If Tenant rejects Landlord’s Offer, then Landlord shall be free to sell its fee interest in the Project without regard to Tenant’s right of first offer to purchase at any sales price and on any terms as Landlord may elect in its sole discretion; provided, however, that if Landlord has not entered into a binding agreement to sell its fee interest in the Project within one (1) year after Landlord’s receipt of Tenant’s rejection notice, Tenant shall once again have Tenant’s right of first offer to purchase as provided in this Section 32; and provided further, however, that before entering into any agreement to sell its fee interest in the Project within such one (1)-year period after Landlord’s receipt of Tenant’s rejection notice for a price that is lower than ninety-five percent (95%) of the Purchase Price, Landlord shall first offer to sell its fee interest in the Project to Tenant at the reduced price Landlord is willing to accept, in which event Landlord’s written offer to Tenant to sell at the reduced price shall be treated as a new Landlord’s Offer subject to all of the provisions of this Section 32, except that if Tenant again rejects Landlord’s Offer (i.e., at the reduced price), then Landlord will have no further obligation for the remainder of the Term to present a Landlord’s Offer to reflect then current market value Tenant with respect to its fee interest in the Project. If Landlord does enter into an agreement to sell its fee interest in the Project to a third party following Tenant’s rejection of the First Offer Space, in Landlord’s reasonable judgmentOffer, and such fee interest is subsequently sold to such third party, then this right of first offer shall lapse and be null and void, and of no further force or effect. (2d) Tenant’s exercise of its First Offer Right shall be effective only upon If Tenant does not give Landlord written notification by Tenant to Landlord notice of Tenant’s exercise of the First Offer Right acceptance or rejection within thirty (the “Notice”30) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day days after Tenant’s receipt of Landlord’s Offer (providedas provided above, however, that in no event shall Tenantor if Tenant accepts Landlord’s First Offer Right apply to and either (i) despite their good faith efforts Landlord and Tenant for any reason do not execute a Purchase and Sale Agreement within the twenty (20)-business day period as described above (it being understood that Landlord and Tenant shall each be obligated to use good faith efforts to consummate a purchase and sale agreement consistent with the terms of this Section 32 within such twenty (20)-business day period) or (ii) Tenant fails to close the purchase of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, Project after entering into a Purchase and Sale Agreement through no fault of Landlord, or that then (in any of any parentthose events), subsidiary, affiliate, principal, or member the provisions of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right 32 shall be null and void and of no further force or effect, and effectLandlord shall then and at all times thereafter be free to sell the Project to any person or entity upon whatever terms Landlord in its sole discretion may find acceptable. (4e) In Tenant’s right of first offer to purchase shall not apply with respect to any of the event following transactions: (i) a sale at foreclosure (or a deed in lieu of foreclosure) or any sale by a mortgagee of the Project following foreclosure (or a deed in lieu of foreclosure); (ii) a conveyance to a corporation, partnership, limited liability company, trust or other form of entity wholly or partially in exchange for stock, or other form of beneficial equity interest in such entity as part of a corporate, partnership or similar restructuring, acquisition, merger or other similar transaction and not as a means of circumventing the rights granted to Tenant under this Section 32; or (iii) a conveyance to any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Landlord, provided that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving right of first offer to purchase shall survive any transaction of the Noticekind described in this clause (iii). (f) If Tenant timely accepts Landlord’s Offer, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase Purchase and Sale Agreement is timely executed, the closing of the First Offer Space sale of the Project shall be held as close to at the date of time and place specified in the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this AmendmentPurchase and Sale Agreement. At the Closingclosing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by a special warranty deed, together with such other instruments and documents as may be reasonably necessary to effectuate the sale of the Project to Tenant, shall be deposited in the escrow established by the parties. The instruments and documents to be deposited in escrow at the closing shall be legally sufficient to convey Landlord’s fee interest in the Project to Tenant free and clear of all monetary liensloans, subjectmortgages, howeverdeeds of trust, to liens and encumbrances except real property taxes not yet due, which real property taxes shall be prorated as of the date of the closing. The Purchase Price and all other matters sums due at the time of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title closing shall be deemed marketable if insurable at standard rates paid by a recognized title insurance company licensed to do business delivery of funds in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease escrow which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies are immediately available to Landlord upon closing. Landlord’s obligation to convey title to the Project in accordance herewith shall be fully satisfied upon the willingness of the title company to issue to Tenant upon payment by Landlord of its regularly scheduled premium its policy of CLTA (or, at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations option, ALTA, provided Tenant bears the incrementally incurred costs associated with the procurement of ALTA coverage including any ALTA survey) title insurance, containing such endorsements as Tenant may reasonably request (at Tenant’s sole cost), insuring that Tenant is vested as the fee owner of the Project subject only to purchase and pay for the First Offer Space in accordance with exceptions allowed by this Rider. (8) This First Offer Right is personal to Tenant and paragraph. Notwithstanding the foregoing, issuance of any title insurance endorsements shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and a condition to Tenant’s purchase, if any, of obligation to close the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Leasetransaction. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1a) Provided that the Sale is consummated Tenant shall give Landlord written notice of Tenant’s intention to transfer an Interest (which term, as contemplated by Section 18 aboveused in this ARTICLE 8, if at anytime during the term shall be broadly construed and shall include, but not be limited to, any voluntary or involuntary disposition, sale, assignment, gift, conveyance, exchange, license, easement, lease or sublease or any Change in Ownership of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”Tenant), Tenant shall have the right of first offer other than an Excluded Transfer (as defined below), which notice (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to include (i) a sale description of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of LandlordInterest sought to be transferred, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in price at which Tenant intends to sell the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or Interest and (iii) any sale material terms and conditions of the First Offer Spaceprospective transfer (including, but not limited to, all representations and warranties and conditions of closing which are a part of the prospective transfer) together with such other information regarding the prospective transfer in the possession of or ownership interest thereinreasonably available to Tenant as may be reasonably requested by Landlord. If a proposed transfer (other than an Excluded Transfer) is part of an offer that includes more than one property, arising out of a foreclosurewhich the Interest is included, bankruptcythen the value for the Interest shall be separately stated, judicial decreeand the Repurchase Right (as herein defined) shall only be applicable to the Interest. For the avoidance of doubt, or other such similar circumstance). Landlord’s Offer shall set forth the terms and provisions of such third party offer or which Landlord is willing this ARTICLE 8 do not apply to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writingany Excluded Transfer. (3b) In the event Tenant fails to so notify Landlord within said five For a period of thirty (530) business day period, Landlord shall be free to offer said First Offer Space to a third party days beginning on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms Landlord’s receipt of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equityNotice, Landlord shall have the exclusive right to enforce specific performance of Tenant’s obligations and option to purchase the Interest (“Repurchase Right”) by delivering written notice (the “Exercise Notice”) to Tenant. Subject to the conditions set forth in 8.1(f), such exercise shall be irrevocable and pay for the First Offer Space in accordance with this Riderclosing of the transaction shall occur within one hundred twenty (120) days of the date that Landlord timely exercises its Repurchase Right. (8) This First c) If Landlord fails to timely exercise its Repurchase Right pursuant to Section 8.1(b), such right shall be deemed waived, subject to Section 8.1(e) below, but only to the transfer set forth in the Offer Notice. Landlord’s Repurchase Right shall continue as to each and every subsequent transfer of the Interest. (d) Landlord shall purchase or shall designate an Affiliate to purchase the Interest at a price (including the deposit of xxxxxxx money) equal to the price for which the Interest is personal to be sold or transferred as set forth in the Offer Notice. If all or part of the consideration for the proposed transfer is other than cash, Landlord’s exercise of its Repurchase Right shall be deemed to be on the same terms and conditions as long as Landlord agrees to pay the fair market value (as determined by an appraiser acceptable to both Landlord and Tenant) of the non-cash consideration to be received by Tenant. The cost of the appraisal shall be shared equally by Landlord and Tenant. (e) If Landlord’s Repurchase Right expires unexercised, Tenant shall, within one (1) year after the expiration of Landlord’s Repurchase Right, close the transfer transaction on Substantially the Same Terms (as defined herein) as set forth in the Offer Notice described in Section 8.1(a). If Tenant and shall not be separated from the Lease or transferred by Tenant independently prospective transferee fail to so close the sale of the leasehold interest without transfer of the prior written consent of Interest within said one (1) year period, unless extended in writing by Landlord, then Tenant’s right to transfer the Interest to such prospective transferee shall cease, and any future attempt to transfer the Interest shall again be subject to Landlord’s Repurchase Right. For purposes hereof, a transfer shall be on substantially the same terms (“Substantially the Same Terms”) as set forth in the Offer Notice if (1) the net economic consideration to be received by the transferring Tenant (including without limitation, purchase price and allocation of closing costs and other prorations) is greater than ninety-five percent (95%) of the net economic consideration to be received by the transferring Tenant as set forth in the Offer Notice and (2) the remaining terms are not materially less favorable to the transferee than those terms set forth in the Offer Notice. (f) In any transaction involving Landlord as purchaser of an Interest, marketable title to the Interest shall be conveyed to Landlord free and clear of any and all liens, encumbrances and exceptions of any kind or nature whatsoever except the following (the “Permitted Exceptions”): (i) The real estate taxes and assessments not delinquent; (ii) This Lease; (iii) Easements, restrictions, covenants, and agreements of record (a) created on or before the date hereof, and (b) created after the date hereof and which consent do not secure or result from monetary obligations or which do not otherwise impair the marketability of title to the Interest or which Landlord will be given solely within the discretion of agrees to assume or take title subject to; (iv) The Space Leases; and (v) All acts done or approved by, through or under Landlord. B. Notwithstanding any other provision (g) For purposes of this Section 19Lease, the following provisions terms shall apply to have the First Offer Right and to Tenant’s purchase, if any, of the First Offer Spacemeanings ascribed thereto: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (a) Any sale of the Building during prior to May 1, 2014, other than: (i) Provided portfolio sales by Landlord or its parent; (ii) sales that result from a sale of substantially all of the Sale assets or merger of the parent of Landlord; and (iii) in connection with a change of ownership between Landlord and controlled entities, or distributions in kind to owners of a controlled entity, shall be subject to Tenant’s right of first offer as provided in this Section 7. (b) Provided: (i) Tenant is consummated PPD Development, LP or a company which has been assigned the Lease pursuant to Section 12(i) of the 2001 Lease; (ii) Tenant is not in default under the Lease at the time of exercise beyond any applicable cure period and the 2001 Lease is in full force and effect; and (iii) the Lease as contemplated by amended hereby is in full force and effect, if Landlord desires to sell all or any one or more of the buildings in which Tenant leases space from Landlord pursuant to the 2001 Lease, as amended hereby, and except for such transactions as outlined in Section 18 7(a) above, if at anytime during then Landlord shall give a notice (the term “First Offer Notice”) to Tenant pursuant to this Section 7(b). The First Offer Notice shall specify the price and terms of sale including, without limitation, a general description of the Lease, Landlord shall desire land and improvements to sell any of the condominium units owned by Landlord in the Building be conveyed (collectively, the “Offered Property”). The First Offer Space”)Notice shall constitute an offer by Landlord to sell its interest in the Offered Property to Tenant on the price, Tenant shall have the right of first offer (the “First Offer Right”), to purchase terms and conditions set forth in the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord Notice. No offer is being made to Tenant for less than the entire Offered Property. Tenant, if it desires to accept such First Offer Notice, shall, within ten (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value 10) business days after the giving of the First Offer SpaceNotice, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon give Landlord written notification by Tenant notice to Landlord of Tenant’s exercise of the First Offer Right such effect (the “Acceptance Notice”) and its acceptance of ). If Tenant shall fail to give the Acceptance Notice within the time period provided, or it notifies Landlord that it does not desire to purchase the Offered Property on the terms set forth in Landlord’s Offerthe First Offer Notice, then this Section 7 shall be deemed null and void and have no further force or affect, and Landlord may sell the Offered Property without restriction by this Section 7. (c) If Tenant gives Landlord the Acceptance Notice within the time provided in Section 7(b) above, then the parties shall negotiate in good faith a purchase and sale agreement for the Offered Property. Such notification must be given If the parties are unable to Landlord before the close of business agree on the fifth purchase and sale agreement despite their good faith efforts within twenty (5th20) full business day days after TenantLandlord’s receipt of Landlord’s Offer (providedthe Acceptance Notice, however, that in no event shall then this Section 7 and Tenant’s First Offer Right apply to (i) a sale rights hereunder shall automatically terminate and be of no further force or effect and Landlord may sell the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under Offered Property without restriction by this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing7. (3d) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space of a sale to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Noticepursuant to Section 7(b), Tenant shall order title and arrange for closing. Closing (shall, at the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent request of Landlord, which consent of Landlord will be given solely within execute and acknowledge a memorandum for recording to evidence that the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and Offered Property is no longer subject to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in under this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this LeaseSection. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that Tenant is not in Default at the Sale is consummated as contemplated by Section 18 above, if at anytime during the term time of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”)exercise, Tenant shall have the one-time right of first offer to purchase the Property on the following terms and conditions: (a) If, at any time during the Term of this Lease, Landlord elects to sell the Property in its entirety to any unaffiliated third-party purchaser, Landlord shall provide written notice to Tenant of the terms and conditions upon which Xxxxxxxx would be willing to sell the Property (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer Notice shall set forth the material economic terms and conditions (including, without limitation, a statement regarding whether the Property will be sold free and clear of such third party offer all deeds of trust, mortgages, or other similar instruments affecting the Property) under which Landlord is willing to accept. Time is of sell the essence with respect Property to Tenant’s exercise of its rights under this Section 19Tenant (the “Material Terms”), and Tenant acknowledges that Landlord requires strict adherence but shall not constitute an agreement between the parties or an offer to the requirement that the Notice be timely made and in writingsell such Property. (3b) In Tenant shall have then (10) days after receipt of Landlord’s Notice (the event “Tenant fails Response Period”) to so notify Landlord in writing whether or not Tenant desires to purchase the Property on the terms stated in Landlord’s Notice (the “Tenant’s Notice”). If Tenant notifies Landlord of Tenant’s desire to purchase the Property within said five (5) business day periodthe Tenant Response Period, Landlord and Tenant shall be free to offer said First Offer Space to promptly enter into a third party purchase and sale agreement for the Property on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effectthe Material Terms stated in Landlord’s Notice. (4c) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to If: (i) waive said title defects Tenant either: (A) elects not to purchase the Property on the terms and proceed conditions stated in Landlord’s Notice; or (B) fails to Closing, deliver Tenant’s Notice to Landlord within the Tenant Response Period (time being of the essence); or (ii) terminate this First Offer Right. In the event that if Tenant elects to terminate this First Offer Right as aforesaiddelivers a Tenant’s Notice, but Landlord shall have and Tenant, through no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord, fail to agree on and execute a purchase and sale agreement within ten (10) days after the date of Landlord’s receipt of Tenant’s Notice (time being of the essence), this Lease then Tenant shall be deemed to have permanently and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities irrevocably waived its right of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses first offer to purchase or pay for the First Offer Space in accordance withProperty, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right thereafter, without any further notice to enforce specific performance Tenant, to offer the Property for sale, and to sell the Property, to any party for a purchase price not less than eighty percent (80%) of the purchase price stated in the Landlord’s Notice free and clear of the Tenant’s obligations right of first offer set forth in this Section 24, provided that any such transfer shall be subject to purchase and pay for the First Offer Space in accordance with this Rider. (8) Lease. This First Offer Right right of first offer is personal to Tenant Xxxxxx Xxxxxx LLC only and shall not be separated from transferred or assigned to and cannot be exercised by any other third party. In the event of clause (i) or (ii) herein, then notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, Tenant hereby acknowledges and agrees that this Lease or transferred shall remain in full force and effect and Tenant’s rights and obligations under this Lease shall remain unchanged and upon any sale by Landlord to a third party, Tenant independently shall recognize the purchaser of the leasehold interest without property as the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlordlandlord under this Lease for all purposes in accordance with Section 24. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the a one-time right of first offer (the “Right of First Offer Rightto Purchase”), during the Lease Term, including the Extension Term, to purchase the First Offer Space for the same purchase price Building (the “Purchase PriceSpace”), and other ) pursuant to the following terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment.: (2a) Tenant’s exercise Provided that Tenant is not then in default of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At amended, at the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses time of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale Tenant’s exercise of the Right of First Offer Space and/or incident to Purchase under this Section 8, if, at any time during the ClosingLease Term, shall be paid for by Tenant Landlord elects to the end that sell the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including i) to a party other than a “Landlord Affiliate” or a “Foreclosure Owner” as those terms are defined below, and (ii) on a single asset basis and not as part of a “Group Sale,” as that term is defined below, Landlord shall provide written notice to Tenant of the easements terms and rights appurtenant theretoconditions upon which Landlord would be willing to sell the Purchase Space (the “Landlord’s Notice”). Landlord’s Notice shall set forth the material economic terms and conditions (including, by special warranty deedwithout limitation, a statement regarding whether the Purchase Space will be sold free and clear of all monetary liensdeeds of trust, subjectmortgages, howeveror other similar instruments affecting the Purchase Space) under which Landlord is willing to sell the Purchase Space to Tenant (the “Material Terms”), but shall not constitute an agreement between the parties or an offer to all other matters sell such Purchase Space. Xxxxxxxx agrees to bargain in good faith on any terms not stated in Landlord’s Notice. (b) Tenant shall have ten (10) Business Days after receipt of record with respect Landlord’s Notice (the “Tenant Response Period”) to notify Landlord in writing whether or not Tenant desires to purchase the Purchase Space on the terms stated in Xxxxxxxx’s Notice (the “Tenant’s Notice”). If Tenant delivers the Tenant’s Notice within the Tenant Response Period, Landlord and Tenant shall promptly enter into a purchase and sale agreement for the Purchase Space on the Material Terms stated in Landlord’s Notice (the “Purchase Agreement”). Tenant’s Right of First Offer Spaceto Purchase is personal to Original Tenant and any Affiliate, and shall terminate upon Tenant’s failure to timely exercise its Right of First Offer to Purchase within the Tenant Response Period. Accordingly, if Original Tenant shall assign the Lease prior to its exercise of Tenant’s Right of First Offer to Purchase (other than to an Affiliate), Tenant’s Right of First Offer to Purchase shall thereupon be deemed terminated and Tenant shall have no rights pursuant to this Section 8, and any liens or encumbrances created by Tenant during purported exercise of Tenant’s Right of First Offer to Purchase after the term date of this Lease. Such title such assignment shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in void and of no force or effect. (c) In the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to event that (i) waive said title defects and proceed Tenant either (A) elects not to Closingpurchase the Purchase Space on the Material Terms stated in Landlord’s Notice or (B) fails to deliver Tenant’s Notice to ./-/11-17-20// 0000000x0 / 500209.0017 -7- Landlord prior to the expiration of the Tenant Response Period, or (ii) terminate this Tenant delivers a Tenant’s Notice to Landlord within the Tenant Response Period but Landlord and Tenant fail to execute the Purchase Agreement within fifteen (15) Business Days after the date of Landlord’s receipt of Tenant’s Notice, then (i) Tenant shall be deemed to have waived its Right of First Offer Right. In to Purchase the event that Tenant elects to terminate this Purchase Space, (ii) Tenant’s Right of First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase Purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, deemed null and void. In addition to the rights , and remedies available to Landlord at law or in equity, (iii) Landlord shall have the right to enforce specific sell the Purchase Space to any third party without having any obligation to deliver a Landlord’s Notice to Tenant. (d) In no event shall Landlord be required to provide Tenant with any of the following items: (1) appraisal and valuation reports and information, (2) any documents, materials or information which are subject to attorney/client, work product or similar privilege or which constitute attorney communications with respect to the Purchase Space, (3) any confidential or proprietary information and communications, (4) any documents pertaining to the marketing of the Purchase Space for sale to prospective purchasers, (5) any internal memoranda, reports or assessments of Landlord or Landlord’s affiliates to the extent relating to Landlord’s valuation of the Purchase Space or interpretation of any agreements, contracts or third party reports pertaining to the Purchase Space, or (6) any materials projecting or relating to the future performance of the Purchase Space. Tenant hereby acknowledges that Landlord will not make any warranty or representation, express or implied, regarding the truth or accuracy of any of the documents, materials or information provided to or made available to Tenant or the source thereof and Landlord shall have no liability as a result of providing or making available to Tenant such documents, materials or information or as a result of Tenant’s obligations reliance thereon. During the Offer Period, Tenant and its agents, contractors, subcontractors, consultants, employees, engineers, legal counsel and other authorized representatives of Tenant who shall inspect, investigate, test or evaluate the Purchase Space on behalf of Tenant (collectively, “Licensee Parties”) shall have reasonable access to purchase the Purchase Space at agreed upon times during normal business hours for agreed upon purposes on at least one (1) business day’s prior notice to Landlord. Such notice shall describe the scope of the studies Tenant intends to conduct during Xxxxxx’s access to the Purchase Space. Landlord shall have the right to have a representative present during any visits to or inspections of the Purchase Space or interviews with any tenants of the Purchase Space. If Tenant desires to conduct any physically intrusive studies such as, but not limited to, sampling of soils or the like (“Inspection”), Tenant will identify in writing the procedures Tenant desires to perform and shall request Xxxxxxxx’s express written consent thereto, which consent may be withheld in Landlord’s sole discretion. The Inspection will be at Tenant’s sole cost and expense and will be conducted in a manner and by Licensee Parties reasonably acceptable to Landlord. Should Tenant choose to conduct such an investigation at the Purchase Space, then Tenant shall promptly cause to be removed any mechanics’ liens that may be recorded against the Purchase Space on account of the performance of work or activities by or for Tenant, at Xxxxxx’s sole cost and expense. Tenant and any Licensee Parties will: (i) maintain commercial general liability (occurrence) insurance on terms reasonably satisfactory to Landlord covering any occurrence arising in connection with the presence of Tenant or the Licensee Parties on the Purchase Space, and deliver to Landlord a certificate of insurance, which names Landlord as an additional insured thereunder, verifying such coverage prior to entry upon the Purchase Space; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Purchase Space; and (iii) restore the Purchase Space to the condition in which the same was found before any such entry, inspection or examination was undertaken. Tenant shall, at Xxxxxxxx’s request, provide Landlord with copies of all studies, tests, reports and other documents or materials relating to the Purchase Space that are prepared, conducted or made by, for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal or on behalf of Tenant, each of which shall be addressed to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of to Landlord so that Landlord will be given solely within entitled to rely thereon as if it were the discretion client of the party preparing such document. Tenant shall maintain as confidential the terms of the proposed sale transaction and any and all information obtained by Tenant about the Landlord or about the Purchase Space, the other leases at the Purchase Space, this Agreement or the proposed sale transaction, and shall not disclose such information to any third party. Except as may be required by law, Tenant will not divulge any such information to other persons or entities including, without limitation, appraisers, real estate brokers, or competitors of Landlord. B. . Notwithstanding the foregoing, Tenant shall have the right to disclose information with respect to the Purchase Space to its officers, directors, employees, ./-/11-17-20// 0000000x0 / 500209.0017 -8- attorneys, accountants, environmental auditors, engineers, and potential lenders and other consultants to the extent necessary for Tenant to evaluate its acquisition of the Purchase Space provided that all such persons are told that such information is confidential and agree (in writing for any third party engineers, environmental auditors or other provision consultants) to keep such information confidential. The provisions of this Section 19, the following provisions paragraph shall apply to the First Offer Right and to Tenant’s purchase, if any, survive any termination of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2e) Tenant shall indemnify and defend Landlord against and hold Landlord harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Purchase Space by Tenant or any of the Licensee Parties. The First Offer Space foregoing covenant shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offersurvive any termination of the Lease. (3f) Exercise For purposes of this First Offer Right Section 8, the following definitions shall not cause have the Lease, meanings as amended by this Amendment, to terminate.follows:

Right of First Offer to Purchase. (1) 51.01 Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. Lease beyond all applicable notice and cure periods, , Landlord hereby grants to Tenant an ongoing right of first offer during the Term (2“Right of First Offer”) to purchase the Property from Landlord pursuant to the terms of this Article 51. The Right of First Offer Space is further subject to the following terms and conditions: Landlord shall be delivered give Tenant written notice of (x) its intention to market and/or sell the Property for purchase for a stated purchase price and the other material economic terms and conditions, or (y) subject to Section 5 1.01 (b) below, an offer has been received from a third party to purchase the Property for a stated purchase price and the other material economic terms and conditions which offer Landlord is willing to accept (either, “Landlord’s Notice”). Tenant shall then deliver to Landlord written notice of its election (“Tenant’s Purchase Election”) to purchase the Property described in Landlord’s notice on or before ten (10) Building Days (excluding Saturdays) after its receipt of Landlord’s Notice (the “AS IS” conditionExercise Period”). Upon Landlord’s receipt of Tenant’s Election, unless otherwise the parties shall negotiate in good faith for a period of twenty (20) calendar days in order to finalize and execute a commercially reasonable purchase and sale agreement setting forth such terms as are consistent with those set forth in Landlord’s Notice or are otherwise commercially standard (the “Contract”). (a) If Tenant does not give written notice of its intent to exercise the Right Of First Offer within the Exercise Period, or having given notice of its intent to exercise, fails to enter into a Contract consistent with the terms and conditions of the Landlord’s Notice within twenty (20) calendar days, Tenant shall be deemed to have waived the Right Of First Offer to purchase the Property under the terms of Landlord’s Notice and Landlord shall thereafter within one hundred and eighty (180) days after delivery of Landlord’s Notice have the right to enter into a purchase and sale agreement with a third party for the Property on terms and conditions of the Landlord’s Notice or any other terms and conditions more favorable to Landlord. If Landlord does not enter into a contract to sell the Property within such one hundred and eighty (180) day period (and subsequently convey the Property pursuant to such contract to sell within one hundred and twenty (120) days thereafter) or Landlord wishes to sell the Property on terms materially less favorable to Landlord, then Landlord may only do so after providing Tenant with a subsequent right to exercise its Right of First Offer; provided, however, that Tenant shall have a reduced five (5) day Exercise Period after receipt of Landlord’s Notice to exercise its Right Of First Offer. If Tenant acknowledges and agrees that this Right of First Offer is personal to Celularity Inc. (or any successor or assign thereof pursuant to a permitted Business Transfer). Any assignment of this Lease (other than pursuant a permitted Business Transfer) shall also terminate the Right Of First Offer. (3b) Exercise In For the purposes of this First Offer Right Section 53.01, a “materially less favorable offer” shall not cause mean, with respect to price only, a decrease of five (5%) percent or more of the Lease, as amended by this Amendment, to terminateoffered purchase price for the Property in the Landlord’s Notice.

Right of First Offer to Purchase. (1) Provided Landlord agrees that the Sale is consummated as contemplated by Section 18 aboveif, if at anytime any time during the term Initial Term of this Lease, Landlord decides to offer the Premises for sale and provided no Event of Default exists under the terms of this Lease, Landlord shall desire first offer the Premises to sell any of Tenant on the condominium units owned by following terms and conditions: (a) The right granted to Tenant hereunder shall not be effective if Landlord in determines to create a joint venture or partnership and to which joint venture or partnership Landlord sells or contributes the Building (collectively, the “First Offer Space”)Premises. Furthermore, Tenant shall have no rights hereunder if Landlord obtains a bona fide first mortgage from an institutional lender not related to or affiliated with Landlord which mortgage is a so-called "Participating Mortgage" under which the lender has a right to participate in the profits or cash flow or both of the Premises of if the Premises is sold in a transaction involving the simultaneous lease back of the Premises by Landlord or if the Premises are sold in connection with a foreclosure of any mortgage. (b) If Landlord decides to offer the Premises for sale, Landlord shall submit such offer to Tenant and Tenant shall have the right, within fifteen (15) days after receipt of the offer, to elect to purchase the Premises on the same terms and conditions as set forth in the offer and the terms and conditions of Sections 38.4 through 38.13 below shall be deemed to apply to such purchase, and except that any due diligence period or similar contingency shall not be a condition of any agreement between Landlord and Tenant. If Tenant does not give Landlord notice in writing within said fifteen (15) day period that Tenant intends to exercise its rights hereunder, then Landlord shall be free to sell the Premises on the terms and conditions set forth in the offer submitted to Tenant and in such event (i) Tenant's rights hereunder shall terminate, and (ii) within fifteen (15) days after the request of Landlord, Tenant shall acknowledge in writing that it has not exercised its right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (offer; provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space such sale to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business conditions set forth in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts offer submitted to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the close, then Tenant's rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space hereunder shall be delivered reinstated as to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offersubsequent bona fide offers. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above7.1 If, if at anytime during the term Lease Term, Landlord intends to formally offer for sale to unaffiliated third parties Landlord’s interest in the title to the Building and the legal parcel of land upon which the LeaseBuilding is situated, as a stand-alone sale transaction only and not a part of a portfolio offering or otherwise bundled with or conditioned on the sale of other assets (the "Offer Property", such offering being a “Public Offering”), Landlord shall desire first give written notice to Tenant of the purchase price and other material terms upon which Landlord in its sole discretion is willing to sell the Offer Property to Tenant ("Landlord's Offer Notice"). The right to receive the Landlord’s Offer Notice and exercise other rights set forth in this Section 7 shall be personal to Tenant and not transferable to or exercisable by any subtenant or assignee of Tenant, and shall not apply at all in connection with unsolicited offers to purchase the condominium units owned Offer Property received by Landlord absent a Public Offering, which Landlord may, in its sole discretion, consider, negotiate and accept without notice to Tenant. 7.2 Should Tenant be entitled to receive the Building (collectively, the “First Landlord’s Offer Space”)Notice, Tenant shall have the one time right of first offer ("Right of First Offer") to buy the “First Offer Right”), Property upon the economic terms and conditions contained in Landlord's Offer Notice and subject to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are conditions set forth in this Section 7, provided that within ten (10) Business Days after receipt of Landlord's Offer Notice, Tenant delivers a written notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2"Purchase Commitment") Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant's desire to pursue the proposed sale transaction described in Landlord's Offer Notice. Notwithstanding anything to the contrary contained herein, at Landlord’s exercise option, Tenant shall have no such Right of the First Offer Right and Landlord need not provide Tenant with Landlord's Offer Notice (if the “Notice”) same has not yet been delivered), and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, 7 shall lapse and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect, if: 7.2.1 Tenant is in default under the Lease beyond any applicable notice and cure periods at the time that Landlord would otherwise be required to deliver Landlord's Offer Notice, or at any time thereafter prior to the closing of the sale of the Offer Property to Tenant or Tenant’s designee; or 7.2.2 twenty percent (20%) or more of the Premises is sublet at or prior to the time Tenant delivers the Purchase Commitment; or 7.2.3 the lease has been assigned by Tenant at or prior to the time Tenant delivers the Purchase Commitment; or 7.2.4 Tenant is not occupying at least 80% of the Premises at or prior to the time Tenant delivers the Purchase Commitment. 7.3 If Tenant timely delivers the Purchase Commitment, the parties shall have a period of fifteen (415) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving Business Days following Landlord’s delivery of the proposed purchase and sale agreement containing all of the terms and conditions upon which Landlord shall sell to Tenant and Tenant shall buy from Landlord the Offer Property (the economic terms and conditions of which shall be consistent with the Landlord's Offer Notice) to negotiate, execute and deliver such a formal, binding purchase and sale agreement (the “PSA”). If the parties fail to execute and deliver the PSA within said fifteen (15) Business Day period, all rights of Tenant to purchase the Offer Property shall terminate, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase be deemed not to have exercised its Right of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer SpaceOffer, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability obligation to notify Tenant for such unremedied title defects. (6) Upon the completion of any proposed offer or sale of the purchase under this First Offer Right but not prior thereto (whether or not Property and Landlord shall thereafter have the unconditional right to offer, negotiate and sell the Offer Property to any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities party free of Tenant, actual or contingent, under this Lease which arose on or prior to such date ’s Right of purchase, all of which obligations and liabilities shall survive such purchase. (7) First Offer. If Tenant fails does not exercise or refuses is deemed not to purchase have exercised its Right of First Offer, or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further otherwise loses its rights whatsoever under this Section 197, and or if Tenant defaults under the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equityPSA, Landlord shall have be free of any obligations pursuant to this Section 7 and may sell the right Offer Property, to enforce specific performance of any purchaser, on whatever terms and conditions Landlord, in its sole discretion, deems acceptable. 7.5 Tenant’s obligations to purchase and pay for the rights under this Right of First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall may not be separated from the Lease assigned, sold, encumbered, or otherwise transferred by Tenant independently of the leasehold interest without the Landlord’s express prior written consent of Landlordconsent, which consent of may be withheld or conditioned by Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offersole discretion; and any such assignment, sale, encumbrance, or transfer by Tenant without Landlord’s consent shall be void and of no force and effect. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that Tenant is not in material monetary or non-monetary Default under this Lease at the Sale is consummated as contemplated by Section 18 aboveapplicable time, if at anytime during the term of the LeaseTenant, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the a non assignable and non transferable right of first offer (the “First Offer Right”), to purchase the First Offer Space for Building and/or the same purchase price (Additional Building Land if the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgmentAdditional Building has not already been constructed. (2a) Tenant’s exercise If at any time during the Term, Landlord shall receive a bona-fide offer, other than at public auction, from an. unrelated third party, that is not exercising the power of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise eminent domain, ("Third Party") for the ----------- purchase of the First Offer Right Building and/or the Additional Building Land, Which Landlord desires to accept, Landlord shall send a written notice (the “"Third Party ----------- Purchase Notice”") and its acceptance to Tenant of such proposal including all of the business --------------- terms of such proposal. Tenant may elect to purchase the Additional Building Land or the Building upon the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Third Party Purchase Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by giving written notice to Landlord, elect to Landlord of its election not more than thirty (i30) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Rightdays after receipt by Tenant of the Third Party Purchase Notice. In the event that Tenant elects in writing, or is deemed to terminate this First Offer Right as aforesaidhave elected by failing to respond within said thirty (30) day period, not to purchase the Building or the Additional Building Land, Landlord may proceed to sell the Building or the Additional Building Land to a third party in accordance with the Third Party Purchase Notice. In the event that Landlord and the third party make, any material changes to the terms of the sale from the Third Party Purchase Notice including reducing the purchase price by five percent (5%) or more than that set forth in the Third Party Purchase Notice or extending the closing date scheduled for the sale by more than thirty (30) days after the date for such closing, pursuant to the Third Party Purchase Notice, Landlord shall have no further liability again offer the Building or the Additional Building Land, as applicable, to Tenant for such unremedied title defectsin accordance with this Section 7(a) on the terms on which the third party had agreed to purchase the Building and/or Additional Building Land; provided, however, Tenant may elect to purchase the Building or the Additional Building Land only by providing notice to Landlord in writing within fifteen (15) days after Landlord's notice of the availability of the Building and/or the Additional Building Land on the revised terms and conditions agreed to between Landlord and the Third Party. (6b) Upon If at any time during the completion Term, Landlord shall prepare a sale proposal pertaining to the Building or the Additional Building Land that Landlord is prepared to offer as a sale proposal ("Sale Proposal") to an ------------- unrelated third party, Landlord shall send to Tenant a written notice (the "Purchase Option Notice") which shall include the Sale Proposal. In the event ---------------------- that Tenant does not elect by written notice to purchase the Building or the Additional Building Land in accordance with the terms set forth in the Purchase Option Notice within sixty (60) days after receipt of said notice, Landlord may offer the Building and/or the Additional Building Land, as applicable, to third parties in accordance with the Sale Proposal. In the event that prior to the execution of a bona fide purchase contract Landlord and the Third Party make any material changes to. the terms of the sale from the Purchase Option Notice including reducing the purchase under this First Offer Right but not prior thereto price by five percent (whether 5%) or not any delay more than that set forth in the completion Purchase Option Notice or extending the closing date scheduled for the sale by more than thirty (30) days after the date for such closing pursuant to the Purchase Option Notice, then Landlord shall notify Tenant in writing ("Second Notice") of the terms of said agreement with the Third Party, and ------------- Tenant shall have five (5) Business Days from receipt of said Second Notice to notify Landlord that Tenant elects to purchase the Building and/or the Additional Building Land on the terms on which the Third Party had agreed to purchase the Building, and/or the Additional Building Land. In the event that Tenant does not respond to the Purchase Option Notice within the sixty (60) day period or to the Second Notice within the five (5) Business Day period set forth. above, Tenant shall be deemed to have elected not to purchase the Building or the failure Additional Building Land, as applicable. Notwithstanding anything to complete the contrary herein, in the event that Tenant elects to purchase the Building or the Additional Building Land in accordance with this subsection (b), Tenant shall have thirty (30) days less than the time provided for in the Sale Proposal (as may have been modified if Tenant makes such purchase election after the Second Notice) for any due diligence period but, in all events, Tenant shall be the fault of Landlord), this Lease and all obligations hereunder provided at least a thirty (including the obligation 30) day study period after Tenant's election to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7c) If Tenant fails or refuses to purchase or pay for the First Offer Space The right of first offer described in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right 7(a) shall be terminatedinapplicable to a transfer, null and voidby way of sale, gift, or devise, including a trust, to or for a party affiliated to Landlord, or to any transfer from one such related party, to another, but shall apply to any such transfer to an unrelated third person. In addition to the rights and remedies available to For purposes of this Article 7, "affiliated" shall mean in control --------- of, controlled by or under common control with Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently one of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion general or limited partners of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. Landlord hereby grants Tenant the first right, option and opportunity to purchase the Premises on the following terms and conditions; (1a) Provided that the Sale is consummated as contemplated by Section 18 above, if If at anytime any time during the term of this Lease (including, without limitation, any option term) Landlord desires to sell or otherwise transfer (a "Transfer") the LeasePremises or any part thereof or interest therein (such part or interest being referred to herein as the "Offered Interest"), then before Landlord enters a binding agreement to sell the Offered Interest, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the right of first offer (to Tenant the “First Offer Right”), opportunity to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a Offered Interest by giving Tenant written notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in and conditions on which Landlord would be willing to sell the Offered Interest ("Landlord’s 's Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance"). Landlord’s 's Offer shall set forth include the following basic business terms of such third party offer or upon which Landlord is willing to accept. Time is transfer the Offered Interest (i) the sales price, (ii) the amount and terms of any seller financing, (iii) the amount and terms of any assumable third party financing, (iv) the state of title to be transferred by Landlord, (v) the date for close of escrow, (vi) the allocation of closing costs, (vii) the legal description of the essence with respect Offered Interest, and (viii) all other material business terms on which Landlord is willing to transfer the Offered Interest. Tenant shall thereafter have the exclusive right to purchase the Offered Interest on the terms and conditions stated in Landlord's Offer, which right Tenant may exercise by giving Landlord written notice of Tenant’s 's exercise of its rights under this Section 19such right within thirty (30) days following date that Tenant receives Landlord's Offer. If Tenant exercises such right, then Tenant shall purchase and Tenant acknowledges that Landlord requires strict adherence to shall sell the requirement that Offered Interest on the Notice be timely made terms and conditions described in writingLandlord's Offer. (3b) In the event If Tenant fails to so notify Landlord within said five (5) business day perioddoes not, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty thirty (18030) day period, exercise Tenant's right to purchase the Offered Interest on the terms and conditions of Landlord's Offer, then Tenant mayLandlord may sell the Offered Interest to any third party for a purchase price not less than ninety-five Percent (95%) of the purchase price specified in Landlord's Offer and otherwise on the same term and conditions as Landlord's Offer, by written notice to Landlord, elect to so long as (i) waive said title defects Landlord enters a binding written agreement with such third party for the sale of the Offered Interest within six (6) months after Landlord's delivery to Tenant of Landlord's Offer, and proceed to Closing, or (ii) terminate this First Offer Right. In Landlord conveys title to the event that Tenant elects Offered Interest to terminate this First Offer Right as aforesaid, such third party pursuant to such agreement within one hundred twenty (120) days after such agreement for the sale of the Offered Interest is fully executed by Landlord shall have no further liability to Tenant for and such unremedied title defectsthird-party buyer. (c) If Landlord has not entered a binding written agreement for the sale of the Offered Interest within six (6) Upon months after Landlord's delivery to Tenant of Landlord's Offer, or if Landlord has not conveyed title to the completion Offered Interest to such third-party buyer pursuant to such an agreement within one hundred and twenty (120) days after such agreement for the Sale of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete Offered Interest is fully executed by Landlord and such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19third-party buyer, then, Tenant shall have no further rights whatsoever under this Section 19in either such event, and any subsequent offer or election by Landlord to transfer the First Offer Right Premises or any part thereof or any interest therein (including, without limitation, the Offered Interest) shall be terminateddeemed a new determination to so do and shall be subject once again to Tenant's first right, null option and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations opportunity to purchase and pay for the First Offer Space in accordance with this Rideras described herein. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the a one-time right of first offer (the “"Right of First Offer Right”to Purchase"), during the Lease Term, including the Extension Term, to purchase the First Offer Space for the same purchase price Building (the “"Purchase Price”), and other Space") pursuant to the following terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment.: (2a) Tenant’s exercise Provided that Tenant is not then in default of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At amended, at the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses time of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale Tenant's exercise of the Right of First Offer Space and/or incident to Purchase under this Section 8, if, at any time during the ClosingLease Term, shall be paid for by Tenant Landlord elects to the end that sell the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including i) to a party other than a “Landlord Affiliate” or a “Foreclosure Owner” as those terms are defined below, and (ii) on a single asset basis and not as part of a "Group Sale," as that term is defined below, Landlord shall provide written notice to Tenant of the easements terms and rights appurtenant theretoconditions upon which Landlord would be willing to sell the Purchase Space (the “Landlord’s Notice”). Landlord's Notice shall set forth the material economic terms and conditions (including, by special warranty deedwithout limitation, a statement regarding whether the Purchase Space will be sold free and clear of all monetary liensdeeds of trust, subjectmortgages, howeveror other similar instruments affecting the Purchase Space) under which Landlord is willing to sell the Purchase Space to Tenant (the “Material Terms”), but shall not constitute an agreement between the parties or an offer to all other matters sell such Purchase Space. Landlord agrees to bargain in good faith on any terms not stated in Landlord's Notice. (b) Tenant shall have ten (10) Business Days after receipt of record with respect Landlord's Notice (the “Tenant Response Period”) to notify Landlord in writing whether or not Tenant desires to purchase the Purchase Space on the terms stated in Landlord's Notice (the “Tenant's Notice”). If Tenant delivers the Tenant's Notice within the Tenant Response Period, Landlord and Tenant shall promptly enter into a purchase and sale agreement for the Purchase Space on the Material Terms stated in Landlord's Notice (the "Purchase Agreement"). Tenant's Right of First Offer Spaceto Purchase is personal to Original Tenant and any Affiliate, and shall terminate upon Tenant's failure to timely exercise its Right of First Offer to Purchase within the Tenant Response Period. Accordingly, if Original Tenant shall assign the Lease prior ./-/11-17-20// -6- 0000000x0 / 500209.0017 to its exercise of Tenant's Right of First Offer to Purchase (other than to an Affiliate), Tenant's Right of First Offer to Purchase shall thereupon be deemed terminated and Tenant shall have no rights pursuant to this Section 8, and any liens or encumbrances created by Tenant during purported exercise of Tenant's Right of First Offer to Purchase after the term date of this Lease. Such title such assignment shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in void and of no force or effect. (c) In the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to event that (i) waive said title defects and proceed Tenant either (A) elects not to Closingpurchase the Purchase Space on the Material Terms stated in Landlord's Notice or (B) fails to deliver Tenant's Notice to Landlord prior to the expiration of the Tenant Response Period, or (ii) terminate this Tenant delivers a Tenant's Notice to Landlord within the Tenant Response Period but Landlord and Tenant fail to execute the Purchase Agreement within fifteen (15) Business Days after the date of Landlord's receipt of Tenant's Notice, then (i) Tenant shall be deemed to have waived its Right of First Offer Right. In to Purchase the event that Tenant elects to terminate this Purchase Space, (ii) Tenant's Right of First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase Purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, deemed null and void. In addition to the rights , and remedies available to Landlord at law or in equity, (iii) Landlord shall have the right to enforce specific performance of sell the Purchase Space to any third party without having any obligation to deliver a Landlord's Notice to Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First d) In no event shall Landlord be required to provide Tenant with any of the following items: (1) appraisal and valuation reports and information, (2) any documents, materials or information which are subject to attorney/client, work product or similar privilege or which constitute attorney communications with respect to the Purchase Space, (3) any confidential or proprietary information and communications, (4) any documents pertaining to the marketing of the Purchase Space for sale to prospective purchasers, (5) any internal memoranda, reports or assessments of Landlord or Landlord's affiliates to the extent relating to Landlord's valuation of the Purchase Space or interpretation of any agreements, contracts or third party reports pertaining to the Purchase Space, or (6) any materials projecting or relating to the future performance of the Purchase Space. Tenant hereby acknowledges that Landlord will not make any warranty or representation, express or implied, regarding the truth or accuracy of any of the documents, materials or information provided to or made available to Tenant or the source thereof and Landlord shall have no liability as a result of providing or making available to Tenant such documents, materials or information or as a result of Tenant's reliance thereon. During the Offer Right is personal Period, Tenant and its agents, contractors, subcontractors, consultants, employees, engineers, legal counsel and other authorized representatives of Tenant who shall inspect, investigate, test or evaluate the Purchase Space on behalf of Tenant (collectively, "Licensee Parties") shall have reasonable access to the Purchase Space at agreed upon times during normal business hours for agreed upon purposes on at least one (1) business day's prior notice to Landlord. Such notice shall describe the scope of the studies Tenant intends to conduct during Tenant's access to the Purchase Space. Landlord shall have the right to have a representative present during any visits to or inspections of the Purchase Space or interviews with any tenants of the Purchase Space. If Tenant desires to conduct any physically intrusive studies such as, but not limited to, sampling of soils or the like ("Inspection"), Tenant will identify in writing the procedures Tenant desires to perform and shall request Landlord's express written consent thereto, which consent may be withheld in Landlord's sole discretion. The Inspection will be at Tenant's sole cost and expense and will be conducted in a manner and by Licensee Parties reasonably acceptable to Landlord. Should Tenant choose to conduct such an investigation at the Purchase Space, then Tenant shall promptly cause to be removed any mechanics' liens that may be recorded against the Purchase Space on account of the performance of work or activities by or for Tenant, at Tenant's sole cost and expense. Tenant and any Licensee Parties will: (i) maintain commercial general liability (occurrence) insurance on terms reasonably satisfactory to Landlord covering any occurrence arising in connection with the presence of Tenant or the Licensee Parties on the Purchase Space, and deliver to Landlord a certificate of insurance, which names Landlord as an additional insured thereunder, verifying such coverage prior to entry upon the Purchase Space; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Purchase Space; and (iii) restore the Purchase Space to the condition in which the same was found before any such entry, inspection or examination was undertaken. Tenant shall, at Landlord's request, provide Landlord with copies of all studies, tests, reports and other documents or materials relating to the Purchase Space that are prepared, conducted or made by, for or on behalf of Tenant, each of which shall be addressed to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of to Landlord so that Landlord will be given solely within entitled to rely thereon as if it were the discretion client of the party preparing such document. Tenant shall maintain as confidential the terms of the proposed sale transaction and any and all information obtained by Tenant about the Landlord or about the Purchase Space, the other leases at the Purchase Space, this Agreement or the proposed sale transaction, and shall not disclose such information to any third party. Except as may be required by law, Tenant will not divulge any such information to other persons or entities including, ./-/11-17-20// -7- 0000000x0 / 500209.0017 without limitation, appraisers, real estate brokers, or competitors of Landlord. B. . Notwithstanding the foregoing, Tenant shall have the right to disclose information with respect to the Purchase Space to its officers, directors, employees, attorneys, accountants, environmental auditors, engineers, and potential lenders and other consultants to the extent necessary for Tenant to evaluate its acquisition of the Purchase Space provided that all such persons are told that such information is confidential and agree (in writing for any third party engineers, environmental auditors or other provision consultants) to keep such information confidential. The provisions of this Section 19, the following provisions paragraph shall apply to the First Offer Right and to Tenant’s purchase, if any, survive any termination of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2e) Tenant shall indemnify and defend Landlord against and hold Landlord harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, arising from any entry on the Purchase Space by Tenant or any of the Licensee Parties. The First Offer Space foregoing covenant shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offersurvive any termination of the Lease. (3f) Exercise For purposes of this First Offer Right Section 8, the following definitions shall not cause have the Lease, meanings as amended by this Amendment, to terminate.follows:

Right of First Offer to Purchase. (1a) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime If during the initial term of this lease, Landlord desires to sell all or any portion of the LeasePremises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord's and its affiliates' business interests, unless all or substantially all of said interests relate primarily to Landlord's interest in the Premises (in either case, herein called the "Offered Property"), subject to the provisions of Section 44.03, Landlord shall desire give Tenant a notice (herein called the "Offering Notice") offering to sell any of the condominium units owned by Landlord in Offered Property to Tenant at the Building purchase price (collectively, the “First "Offer Space”Price") and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the "Option Period"), Tenant shall have elect, by notice to Landlord, to either (i) purchase the right of first offer Offered Property on the terms contained in the Offering Notice (the “First Offer Right”), without any substantive change whatsoever) or (ii) refuse to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, Offered Property as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right herein provided. Time shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19's election, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for failure by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) notify Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title its election shall be deemed marketable to be an election to refuse, and a waiver of Tenant's right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering 107 Notice shall be deemed to be revoked during the Option Period if insurable at standard rates by Landlord and Tenant or its designee enter into a recognized title insurance company licensed to do business purchase agreement on terms different than those contained in the State of MarylandOffering Notice. If Landlord cannot convey title as aforesaidTenant desires to purchase the Offered Property, Tenant and Landlord shall utilize its reasonable efforts to cure such title defects enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the "Offer Contract"). The Offer Contract must be entered into within a reasonable period of time not to exceed one hundred eighty thirty (18030) days. Should days following the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion expiration of the purchase under this First Offer Right but not Option Period. To provide further assurances for the parties, at any time prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except execution of a contract with respect to obligations and liabilities a third-party purchaser for a sale of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equityownership interests, Landlord shall have the right to enforce specific performance give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of Tenant’s obligations the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to purchase any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response, and pay for if Tenant fails to respond to such request within said ten (10) Business Day period, such contemplated sale of ownership interests shall not be deemed to constitute a sale of the First Offer Space in accordance with Offered Property as contemplated by the first sentence of this RiderSection 44.01(a)). (8) This First b) Among other matters, the Offer Right Contract shall incorporate the following ("Terms"): (i) a closing date that is personal thirty (30) days following the date of the Offer Contract; (ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant; (iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and (iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord's interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and any liens created or arising from the acts of Tenant and or its agents, or anyone claiming by or through such parties). (a) If Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be separated from undertaken at a price which is not "substantially the Lease or transferred same" as the Offer Price. For purposes hereof, "substantially the same" shall mean that the purchase price to be paid by Tenant independently the prospective buyer shall be no less than ninety-five percent (95%) of the leasehold interest Offer Price taking into account all material relevant economic 108 matters, including, without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19limitation, the following provisions shall apply payment of the purchase price in its entirety in cash (subject to the First Offer Right and to Tenant’s purchaseany assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the First Offer Space: subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within six (16) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on months after the date of ClosingTenant's refusal or deemed refusal to purchase, Tenant is in possession and if a sale of the Leased Premises Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and Tenant thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not substantially the same as the Offer Price (hereinafter called the "Lower Price"), Landlord shall, prior to consummation of such transaction, deliver to Tenant a notice specifying the terms of such transaction, and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in default of this Leasesaid notice. (2b) The First If Tenant has refused or is deemed to have refused to purchase the Offered Property, Landlord shall, not more than ten (10) Business Days following a closing with a third party purchaser, deliver a notice to Tenant together with a fully executed copy of the contract of sale (and all amendments and exhibits thereto) and side letters and pertinent agreements, with such third party purchaser and its affiliates. Tenant shall, in writing and within five (5) Business Days after the delivery of such notice by Landlord, confirm or dispute that a specified purchase price is substantially the same as the Offer Space Price. Time shall be delivered of the essence with respect to such notice from Tenant to Landlord and any failure to notify Landlord within such five (5) Business Day period shall be deemed for all purposes and as against all parties as Tenant's agreement that the purchase price is substantially the same as the Offer Price. If Landlord fails to comply with its obligations pursuant to Section 44.02(a) or pursuant to this Section 44.02(b), Tenant may pursue any and all legal (but not equitable) rights and remedies that it may have in connection therewith. 44.03. Tenant's rights granted under this Article 44 shall not apply to any Permitted Transfer. 44.04. Notwithstanding anything to the contrary in this Article 44, any transfer of the Offered Property pursuant to this Article shall be subject to this lease, any subleases and any defects created, arising or resulting from any acts of Tenant or any assignee or subtenant of Tenant, and Landlord shall make no representations, warranties or covenants concerning same to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offeror its assignee or subtenant. 44.05. Tenant shall keep confidential all information it receives with respect to the Offered Property or contained in any Offering Notice or any contract of sale submitted hereunder (3except that Tenant may disclose such information (i) Exercise to such of its executive officers, employees and professional advisors as are reasonably required in connection with the analysis of the Offered Property, (ii) in connection with any arbitration or suit regarding same, and (iii) as may be required by law), provided that Tenant's obligations pursuant to this Section 44.05 shall terminate after closing of the purchase of the Offered Property by Tenant (but otherwise Tenant's obligations pursuant to this Section 44.05 shall survive). 44.06. Tenant agrees, at any time and from time to time after the rights to Tenant under this Article 44 are no longer in effect as to any particular transaction, as requested by Landlord with not less than ten (10) Business Days' prior notice, to execute and deliver to Landlord a statement certifying that the rights granted to Tenant under this Article 44 are no longer in effect, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Landlord and others with whom Landlord may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to Tenant being estopped from contradicting any of the statements made in such certificate. 44.07. The provisions of this First Offer Right Article 44 shall not cause be null and void if the Lease, as amended by Tenant under this Amendment, to terminate.Lease is no longer a Citibank Tenant. [signature page follows] 110

Right of First Offer to Purchase. (1) Provided that Tenant is not in monetary or material non-monetary Default under this Lease at the Sale is consummated as contemplated by Section 18 aboveapplicable time, if at anytime Tenant, during the term Purchase Option Period (hereinafter defined), in the manner described by and in compliance with the terms and provisions of this Article, shall have a non-assignable and non-transferable right of first offer to purchase the LeaseBuilding. (a) If at any time during the Purchase Option Period, Landlord shall desire to sell any either (i) receive a bona-fide offer, other than at public auction, from a third party, who does not have the power of eminent domain, for the purchase of the condominium units owned by Building, which Landlord in desires to accept or (ii) prepares a sale proposal pertaining to the Building which Landlord is prepared to offer as a sale proposal to such third party, Landlord shall send a written notice (collectivelythe "PURCHASE OPTION NOTICE") to Tenant of such proposal including the business terms of such proposal. Tenant may elect to enter into purchase negotiations with Landlord, by giving written notice to Landlord (the “First Offer Space”)"Tenant's Negotiation Notice") of its election not more than fifteen (15) business days after receipt by Tenant of the Purchase Option Notice. Notwithstanding the foregoing, Tenant shall have an option to purchase the Building hereunder only if Tenant is leasing more than fifty percent (50%) of the Rentable Area in the Building. In addition, Tenant's right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord hereunder shall apply only to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, entire Building or ownership interest therein, the entire Building and the entire Fair Lakes V building together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any depending on how Landlord determines to market the properties for sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord and shall not apply to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out Building and/or Fair Lakes V as part of a foreclosure, bankruptcy, judicial decree, pool or other portfolio sale by Landlord if such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer pool or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence portfolio sale includes any buildings and/or properties in addition to the requirement that Building and/or Fair Lakes V and/or the Notice be timely made and in writingFair Lakes IV building. (3b) In the event Tenant fails to so notify Landlord responds within said five the fifteen (515) business day periodperiod that it desires to enter purchase negotiations, Landlord and Tenant shall use good faith, diligent efforts for a period of sixty (60) days after Landlord's receipt of Tenant's Negotiation Notice to negotiate and execute a contract for the sale of the Building and/or Fair Lakes V to Tenant. (c) Should (i) Tenant either fail to respond within the fifteen (15) business day period or elect not to enter into negotiations with Landlord for the purchase of the Building and/or Fair Lakes V or (ii) Landlord and Tenant fail to execute a contract for the sale of the Building and/or the Building and Fair Lakes V to Tenant within sixty (60) days after the date which Landlord receives Tenant's Negotiation Notice, then Tenant's right of first offer to purchase the Building and/or Fair Lakes V shall automatically terminate and be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force or effect; provided, however, the sixty (60) day negotiation period referenced above may be extended by written agreement of Landlord and effectTenant. (4d) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving The right of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space first offer described in this ARTICLE 4 shall be held as close inapplicable to the date a transfer by way of the Notice as is reasonable under the circumstances. Prior to the date of Closingsale, Landlord shall bear the risk of loss from condemnationgift, fire or other casualty but subjectdevise, neverthelessincluding a trust, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid or for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice party affiliated to Landlord, elect or to (i) waive said title defects and proceed any transfer from one such related party to Closinganother, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and any such transfer to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default a third person. For purposes of this LeaseARTICLE 4, "affiliated" shall mean in control of, controlled by or under common control with Landlord. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale there is consummated as contemplated by Section 18 above, if at anytime during the term no continuing Event of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”)Default, Tenant shall have the a one-time right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price Premises (the “Purchase PriceRight of First Offer”), and other ) upon the following terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment.: (2a) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of If during the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (providedTerm, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of Landlord intends or desires to sell the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of LandlordPremises to an unrelated third party, (ii) any sale Landlord’s sole member intends or other transfer desires to sell 100% of the First Offer Space, or ownership interest therein, interests held by such sole member in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member single unrelated third party buyer of Landlord, or between any such partiesdirect interests, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of Landlord receives an unsolicited purchase proposal from a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer (whether or not executed, and whether or not further negotiated after the initial receipt) which such proposal concerns only the Premises and no other real estate and contains terms upon which Landlord or its affiliate is willing to accept. Time is sell the Premises (each of the essence with respect to Tenant’s exercise of its rights under this Section 19foregoing, and Tenant acknowledges that Landlord requires strict adherence a “Sale Transaction”), then subject to the requirement that limitations contained herein, Landlord shall deliver a written notice to Tenant notifying Tenant of such intended or desired sale (the “Purchase Availability Notice”), which Purchase Availability Notice be timely made and in writing. (3) In shall contain Landlord’s proposed purchase price for the event Tenant fails to so notify Landlord within said Sale Transaction. For a period of five (5) business day days commencing upon Tenant’s receipt of the Purchase Availability Notice (such period, the “Purchase Availability Response Period”), Tenant may evaluate the Purchase Availability Notice (including Landlord’s proposed purchase price for the Sale Transaction contained therein) and elect either: (x) to submit to Landlord a formal offer for the consummation of a Sale Transaction (the “Purchase Offer Notice”), which Purchase Offer Notice shall confirm Tenant’s acceptance of Landlord’s proposed purchase price, or (y) to decline to submit a formal offer for the consummation of a Sale Transaction. Landlord shall not sell or offer to sell the Premises, negotiate to sell the Premises or solicit offers to purchase the Premises to, with or from (as applicable) any party other than Tenant during the Purchase Availability Response Period. If Tenant fails to deliver the Purchase Offer Notice in accordance with clause (x) above prior to the expiration of the Purchase Availability Response Period, then Tenant shall be deemed to have declined to submit a formal offer for the consummation of a Sale Transaction. In the event that Tenant declines (or is deemed to have declined) to submit a formal offer for the consummation of a Sale Transaction, then Landlord shall be free to sell the Premises to any other party(ies) without any further obligation to Tenant. (b) If Tenant delivers the Purchase Offer Notice to Landlord in accordance with clause (x) of subsection 31(a) above, then Landlord and Tenant shall, in good faith and each using commercially reasonable efforts, negotiate a purchase and sale agreement mutually acceptable to Landlord and Tenant which shall incorporate the purchase price for the Sale Transaction set forth in the Purchase Availability Notice and such other principal business terms of such Sale Transaction as shall be mutually acceptable to Landlord and Tenant. If despite such commercially reasonable, good-faith efforts, Landlord and Tenant fail to execute a purchase and sale agreement within twenty (20) days after Landlord has received the Purchase Offer Notice, then Tenant shall be deemed to have declined to consummate the Sale Transaction and, thereafter, Landlord shall be free to offer said sell the Premises to any other party(ies) without any further obligation to Tenant. (c) Tenant hereby expressly acknowledges and agrees that (i) the Purchase Availability Notice and Landlord’s proposed purchase price for the Sale Transaction contained therein shall be kept strictly confidential by Tenant and (ii) Tenant’s indemnification of Landlord pursuant to Section 8 of this Lease also applies to such agreement and covenant of Tenant. (d) The parties hereby acknowledge and agree that the Purchase Right of First Offer Space to a third party on any terms whatsoeverprovided for herein shall only be applicable during Exeter 1710 Automation, and this LLC’s ownership of the Premises. If Exeter 1710 Automation, LLC sells or otherwise transfers its ownership interest in the Premises, then the Purchase Right of First Offer Right shall be null and void and of no further force and or effect. Further, the Purchase Right of First Offer shall not be applicable in connection with any voluntary sale, transfer or conveyance by deed in lieu of foreclosure or involuntary sale, conveyance or other involuntary transfer to Landlord’s Mortgagee, whether pursuant to sheriff’s sale, trustee’s sale, or other judicial or non-judicial foreclosure proceedings authorized by Law. (4e) In Notwithstanding anything to the event that contrary set forth herein, the Purchase Right of First Offer Right shall not be applicable to a Sale Transaction that is exercised by Tenant, as promptly as is practicable after its giving part of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlorda Portfolio Sale. (5f) Landlord agrees to convey marketable title Notwithstanding anything to the contrary set forth herein, the Purchase Right of First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right Affiliate and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Leaseotherwise assignable. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. Landlord hereby grants to Tenant a Right of First Offer to purchase the Property which includes the land in Framingham Massachusetts along with the Building and other improvements, (1for this Right of First Offer Period, hereinafter the “Building”) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during the term “Right of First Offer Period,” which shall commence on the date of this Amendment and shall terminate upon expiration of this Lease. (a) If, during the Right of First Offer Period, Landlord decides to sell the Building, Landlord shall desire provide to Tenant a letter of intent specifying the specific terms upon which Landlord wishes to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer SpaceOffering Notice”), . If Tenant shall have the right of first offer (the “First Offer Right”), desires to purchase the First Offer Space for the same purchase price Building, Tenant shall, within fifteen (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value 15) business days after receipt of the First Offer SpaceOffering Notice, notify Landlord, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (providedwriting, however, that in no event shall Tenant’s First Offer Right apply to either (i) a sale that Tenant intends to exercise its Right of the First Offer Spaceon the terms stated in the Offering Notice, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer that Tenant declines to exercise its Right of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance)Offer. Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event If Tenant fails to so notify Landlord give such notice within said five such fifteen (515) business day period, Landlord Tenant will be deemed to have declined to exercise its Right of First Offer. If Tenant declines, or is deemed to have declined, to exercise its Right of First Offer, Tenant shall be free have no further exclusive or special right or option to offer said First Offer Space purchase the Building, and, at Landlord’s request, Tenant shall so confirm in a recordable instrument. This shall not, however, preclude Tenant from consideration as a purchaser in an open market purchase of the Building. (b) If the Building is sold to a third party on any after full compliance with the terms whatsoeverof this Amendment and an Offering Notice, and this Tenant’s Right of First Offer Right thereafter shall be null and void and shall not be binding on such purchaser nor applicable to any subsequent sale of no further force and effectthe Building. (4c) In If Tenant decides to purchase the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable Building under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the LeaseOffering Notice, as amended by this Amendment. At the Closing, Tenant shall pay to within the fifteen (15) business day period execute the letter of intent presented by the Landlord and make a non-refundable deposit per the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale terms of the First Offer Space and/or incident to letter of intent, and close the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlordtransaction within 60 days. (5d) Landlord agrees to convey marketable title Notwithstanding anything in the foregoing to the contrary, Tenant’s Right of First Offer Space shall not apply to, and Tenant shall have no right to purchase the Building in connection with, (including i) the easements and rights appurtenant thereto), by special warranty deed, free and clear sale or transfer of all monetary liens, subjectthe Building to an affiliate of Landlord or Landlord’s investment manager (which sale or transfer shall not, however, to all other matters void Tenant’s Right of record with respect to the First Offer Space, and any liens on a later sale or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business transfer in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closingan arms length transaction), or (ii) terminate this the sale or proposed sale of the Building to a third party where the Building is a portion of a package or portfolio sale including one or more additional properties (and upon completion of such third party sale, Tenant’s Right of First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defectsbe null and void). (6e) Upon This option is not transferable; the completion parties hereto acknowledge and agree that they intend that the aforesaid right of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase first offer shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal “personal” to Tenant as set forth above and shall not be separated from the Lease that in no event will any assignee or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding sublessee have any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled rights to exercise the rights accorded to Tenant in this Section 19aforesaid right except for an affiliate, unless on the date Tenant gives Landlord its Notice and on the date or shareholder of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this LeaseTenant. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime 40.1 If during the term Term Landlord intends (i) to offer for sale the Project (including by means of a sale directly or indirectly of the Leasepartnership interests, membership interests, stock or other equity interests of Landlord or by means of a merger of Landlord) (the “Right of First Offer Property”) to any unaffiliated third party purchaser (other than pursuant to Article 39) or (ii) to accept an offer from an unaffiliated third party purchaser to purchase all or any portion of the Right of First Offer Property (other than pursuant to Article 39), Landlord shall desire first give written notice to Tenant of the purchase price (the “Offer Price”) and other material terms upon which Landlord is willing to sell any such Right of First Offer Property (“Landlord’s Offer Notice”). Landlord’s Offer Notice shall set forth the condominium units owned by material economic terms and conditions (including, without limitation, a statement regarding whether the Project will be sold free and clear of all deeds of trust, mortgages or other similar instruments affecting the Project) under which Landlord in is willing to sell the Building Right of First Offer Property to Tenant (collectively, the “First Offer SpaceMaterial Terms”), but shall not constitute an agreement between the parties or an offer to sell such Right of First Offer Property. Concurrently with Landlord’s Offer Notice, if applicable, Landlord shall provide Tenant with a copy of any unaffiliated third party purchaser’s offer concerning the Right of First Offer Property (excluding the identity of the offeror and the broker(s)). Tenant shall have the one time right of first offer (“Right of First Offer”) to buy such Right of First Offer Property upon the economic terms and conditions contained in Landlord’s Offer Notice and the terms of this Article 40, provided Tenant, within forty five (45) days (the “First Exercise Period”) after receipt of Landlord’s Offer Right”)Notice, to purchase the First Offer Space for the same purchase price delivers written notice (the “Purchase PriceCommitment”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of desire to pursue the First Offer Right (the “Notice”) and its acceptance of the terms set forth proposed sale transaction described in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (providedNotice. 40.2 As used herein, however, that in no event “unaffiliated third party purchaser” shall Tenant’s First Offer Right apply to specifically exclude a purchaser which (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, is an affiliate of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale is acquiring the Right of First Offer Property by eminent domain or other transfer threat of eminent domain. As used herein, an “affiliate” of Landlord shall mean an entity (a) which owns a majority of Landlord’s voting equity; (b) which is wholly owned by Landlord or at least fifty-one percent (51%) of whose voting equity is owned by Landlord; or (c) which is controlled, controlling or under common control with Landlord (control being defined for such purposes as ownership of at least fifty percent (50%) of the equity interests in, and the power to direct the management of, the relevant entity). 40.3 If Tenant timely delivers the Purchase Commitment, then within three (3) business days following Tenant’s delivery of the Purchase Commitment, Tenant shall execute and deliver three (3) originals of the Purchase Agreement, in the form attached hereto as Exhibit D, to Landlord, modified to reflect the Material Terms and with the following information completed by Tenant: (a) the “Closing Date”; (b) the name and address of the title and escrow company (which shall be designated by Tenant and shall be a reputable national title and escrow company); (c) the effective date of the Purchase Agreement which shall be the date that is two (2) business days following the date of the Purchase Commitment; and (d) complete any other missing exhibits and information as may be required in the Purchase Agreement, as mutually and reasonably approved by the parties. Within three (3) business days following Tenant’s delivery of the Purchase Agreement, as executed by Tenant, Landlord shall counter-sign the three (3) originals of the Purchase Agreement executed by Tenant and deliver all three (3) executed originals to escrow company for further handling in accordance with the terms of the Purchase Agreement. Within three (3) business day following Landlord’s delivery of the three (3) originals of the Purchase Agreement countersigned by Landlord to escrow company, Tenant shall deliver the deposit specified in the Material Terms, to escrow company in accordance with the Purchase Agreement. If Tenant fails to timely deliver the Purchase Commitment, the executed Purchase Agreement or the deposit specified therein in accordance with the terms of this Section, all rights of Tenant to purchase the Right of First Offer Space, Property shall terminate and Landlord shall have no further obligation to notify Tenant of any proposed offer or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the Right of First Offer SpaceProperty and Landlord shall thereafter have the unconditional right to offer, or ownership interest thereinnegotiate and sell the Right of First Offer Property to any party, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall subject to the limitations set forth the terms of such third party offer or which Landlord is willing to accept. in Section 40.4 below. 40.4 Time is of the essence with respect to Tenant’s the exercise by Tenant of its rights granted under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Article 40. If Tenant fails to so notify deliver to Landlord the Purchase Commitment within said five (5) business day periodthe Exercise Period, Landlord shall be free thereafter have the unconditional right to offer said offer, negotiate and sell the Right of First Offer Space Property to any party at the same price or at a third party on any terms whatsoever, price not less than ninety-six and this First Offer Right shall be null and void and of no further force and effect. a half percent (496.5%) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title Offer Price and arrange for closing. Closing (on the “Closing”) on Tenant’s purchase of same Material Terms within the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to period (the “Sale Period”) following the earlier of (i) waive said title defects Tenant’s written rejection of Landlord’s Offer Notice and proceed to Closing, or (ii) terminate this First the expiration of the Exercise Period. If Landlord is required to give Tenant a second Landlord’s Offer Right. In Notice because (A) the event that Tenant elects offering price is more than three and one-half percent (3.5%) less than the Offer Price, (B) there is any change in the Material Terms or (C) Landlord fails to terminate this First Offer Right as aforesaidsell the Project during the Sales Period, then Landlord shall have no further liability be required to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First deliver a new Landlord’s Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder Notice (including the obligation to pay Rent) shall terminate with respect new price and any change to the Leased Premises, except with respect Material Terms) to obligations Tenant and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever only thirty (30) days after receipt of such notice from Landlord to indicate its willingness to buy the Right of First Offer Property at on the terms set forth therein. 40.5 Landlord and Tenant agree that Tenant shall have a right of specific performance to enforce Tenant’s right to the Right of First Offer. In addition, any damages recoverable by Tenant from Landlord as the result of Landlord’s breach of this Article 40 or the Purchase Agreement may be set-off against rent and other amounts due under this Section 19, and Lease. Tenant may assign the Right of First Offer separate and apart from any assignment of this Lease. Tenant shall provide Landlord written notice of any assignment of the Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. within thirty (8) This 30) days following the effective date of such assignment. Tenant may reserve for itself the Right of First Offer Right is personal to Tenant separate and shall not be separated apart from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default assignment of this Lease. (2) The 40.6 If Tenant defaults on any of its obligations under this Lease after delivery of the Purchase Commitment, beyond any applicable cure period, Landlord shall continue with the sale of the Right of First Offer Space shall be delivered Property to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offerbut shall retain all rights and remedies hereunder with respect to such default. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3a) In the event Tenant fails that, during the Term, Landlord desires to so notify sell the Land, the Building and, at Landlord's option, Landlord's ground lessor's interest in 00 Xxxxxx Xxxxxx (such parcel which Landlord within said five (5) business day perioddesires to sell being the "Offer Parcel"), to a party who is not a Landlord Party, Landlord shall first offer to sell the Offer Parcel to Tenant by delivering a written notice to Tenant (the "Offer Notice") setting forth in good faith all material business terms of an offer that Landlord would be free willing to offer said First accept, including the gross purchase price which, subject to adjustments and prorations, will be payable in cash to Landlord. Tenant shall have twenty (20) days after the delivery of the Offer Space Notice, time being of the essence, in which to a third party on any deliver to Landlord written notice of its acceptance of all of the terms whatsoeverdesignated in the Offer Notice (the "Notice of Acceptance"); provided, and this First Offer Right it shall be null a condition precedent to the effectiveness of any Notice of Acceptance that it be accompanied by a deposit of xxxxxxx money in the amount set forth in the Offer Notice, but such xxxxxxx money shall not be in excess of five percent (5%) of the gross purchase price. Such xxxxxxx money shall be payable to and void and of no further force and effectheld in escrow by Landlord's counsel pursuant to the terms hereof. (4b) In If Tenant delivers the event that Notice of Acceptance in a timely manner, then the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving closing of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase sale of the First Offer Space shall be held as close Parcel by Landlord to Tenant will occur on the date 30/th/ day after the delivery to Landlord of the Notice as is reasonable under of Acceptance, or by mutual agreement on an earlier date. Such closing will occur at the circumstances. Prior to the date offices of ClosingLandlord's attorneys in Boston, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this AmendmentMassachusetts. At the Closingsuch closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5i) Landlord agrees will convey the Offer Parcel to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), Tenant or Tenant's designee by special warranty quit claim deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect liens and encumbrances but subject to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or Permitted Exceptions; (ii) terminate this First Offer Right. In Tenant will pay the event that purchase price to Landlord by wire transfer or in other immediately available funds, subject to a credit for Tenant's xxxxxxx money deposit and the adjustments and prorations described below; (iii) No proration of Taxes or Operating Expenses will occur since Tenant elects is responsible hereunder to terminate this First Offer Right pay Taxes and Operating Expenses as aforesaidpart of the Rent; (iv) Landlord will deliver a copy of the most current as-built survey in its possession; Tenant will pay for a Title Commitment for an ALTA extended coverage (i.e., Landlord shall have no further liability to with all standard printed exceptions deleted) title insurance ----- policy for Tenant for such unremedied title defects. (6) Upon in the completion amount of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord)price, this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect subject to the Leased Premises, except with respect to obligations Permitted Exceptions and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, for all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.title insurance

Right of First Offer to Purchase. (1) Provided that Tenant is not in material default of any provision of this Lease at the Sale is consummated as contemplated by Section 18 above, if at anytime during the term time of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”)exercise, Tenant shall have the right of first offer (the “First Offer Right”), to purchase the First Offer Space for Property or any other property leased by Tenant from Landlord at Madrone Business Park, on the same purchase price (the “Purchase Price”), and other following terms and conditions, as are set forth in a notice . If at any time during the Term of this Lease Landlord elects to sell the Property or any other property leased by Tenant from Landlord to at Madrone Business Park, Landlord shall notify Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value which of the First Offer Space, foregoing properties Landlord is offering for sale (the "Offered Property") and the terms and conditions upon which Landlord would be willing to sell the Offered Property ("Landlord's Notice"). Tenant shall have thirty (30) days after receipt of Landlord's Notice to notify Landlord in writing of Tenant's election to purchase the Offered Property on the terms stated in Landlord’s reasonable judgment. (2) 's Notice. If Tenant notifies Landlord within such 30-day period of Tenant’s exercise of its First Offer Right 's desire to purchase the Offered Property on such terms, Landlord and Tenant shall be effective only upon written notification by enter into a purchase and sale agreement for the Offered Property on the terms and conditions stated in Landlord's Notice. If, however, Tenant fails to notify Landlord of Tenant’s exercise of 's election to purchase the First Offer Right (the “Notice”) Offered Property within such 30-day period or, if Landlord and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in through no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, fault of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, fail to execute a purchase and sale agreement within thirty (ii30) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable days after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written Tenant's notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation deemed to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses have waived its right to purchase or pay for the First Offer Space in accordance with, Offered Property and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right thereafter to enforce specific performance offer the Offered Property for sale and to sell the Offered Property to any third party on substantially the terms stated in Landlord's Notice without further notice to Tenant. This right of Tenant’s obligations first offer to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant Media Arts Group, Inc., its subsidiaries or successors and shall not be separated from the Lease transferred or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlordassigned to any third party. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) 26.1 Provided that the Sale is consummated as contemplated by Section 18 aboveno Event of Default then exists, if at anytime during Landlord intends to sell the term of the LeasePremises as a “one-off sale” (defined below) to any unaffiliated third party purchaser, Landlord shall desire first give written notice to Tenant notifying Tenant of the purchase price (the “Offer Price”) and other material terms upon which Landlord is willing to sell any of the condominium units owned by Landlord in the Building Premises (“Landlord’s Offer Notice”), specifically (collectively, the “First Economic Terms”): (a) the payment terms for the Offer Space”Price (including the parties’ respective obligations in connection with any loan prepayment penalties, brokerage commissions and any tenant improvement allowances or other concessions payable to tenants following the closing); (b) any deposit amount required; (c) the length of any due diligence period; (d) the condition of title; (e) the closing date; (f) the proposed representations and warranties, if any, which Landlord is willing to provide, as well as the “as-is” nature of the transaction and any required waiver of claims against Landlord; (g) the escrow and title company; (h) the allocation of escrow, title and closing costs; and (i) the closing conditions. The Economic Terms, together with those set forth in this Section 26.1, shall comprise the terms upon which Landlord is willing to sell the Premises to Tenant. 26.2 Tenant shall have the may exercise Tenant’s right of first offer only by giving to Landlord, within fifteen (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (215) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day days after Tenant’s receipt of the Offer Notice (the “Response Period”), written notice of Tenant’s agreement to purchase the entire Landlord’s interest on the Economic Terms stated in Landlord’s Offer Notice or on such other Economic Terms as Landlord and Tenant may mutually agree in writing during the Response Period (the “Acceptance Notice”). During the Response Period, Landlord shall make itself reasonably available to Tenant to discuss the Economic Terms, but shall be under no obligation to negotiate or modify any of the Economic Terms, and no such discussions shall effect a modification of the Economic Terms unless such modification is set forth in a writing signed by Landlord. In that regard, Tenant may, at least two (2) business days prior to the expiration of the Response Period, deliver to Landlord a notice (the “Response Notice”) stating that Tenant is interested in purchasing Landlord’s Interest, but rejecting some or all of the Economic Terms, in which event Tenant shall include in the Response Notice changes to such rejected Economic Terms that Tenant would accept. If prior to the end of the Response Period Landlord accepts in writing any of Tenant’s proposed changes to the Economic Terms set forth in the Response Notice, then the Economic Terms, as so changed, shall be deemed the “Economic Terms” for purposes hereof; provided, however, that Landlord shall have no obligation to accept any such proposed changes and shall have the right in no event shall its sole and absolute discretion to reject any or all of such proposed changes (and if Landlord fails to accept Tenant’s First Offer Right apply proposed changes in writing prior to (i) a sale the end of the First Offer SpaceResponse Period, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstanceproposed changes shall be deemed rejected). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event If Tenant fails to so notify Landlord deliver an Acceptance Notice within said five (5) business day periodthe Response Period, Landlord Tenant’s right of first offer as specified in this Section shall terminate and shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force or effect except as expressly set forth below. If Tenant delivers an Acceptance Notice within the Response Period, then within thirty (30) days after Tenant’s delivery thereof, Landlord shall cause to be prepared and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, delivered to Tenant shall order title a draft purchase agreement and arrange for closing. Closing escrow instructions (the “ClosingPurchase Agreement”) on Tenantsetting forth the Economic Terms and such other terms and conditions (the “Non-Economic Terms”) as Landlord may consider to be appropriate. During the thirty (30) days after Landlord’s purchase delivery of the First Offer Space Purchase Agreement (the “Negotiation Period”), Landlord and Tenant and/or their counsel shall be held meet (in person or by telephone) as close often as is commercially reasonable in a good faith effort to negotiate the date Non-Economic Terms based on the then-current standards in the geographic area of the Notice as is reasonable under the circumstances. Prior Facility for similar transactions and to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that finalize the Purchase Price shall be totally net to LandlordAgreement. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. 26.3 If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed Tenant shall fail to Closingdeliver the Acceptance Notice within the Response Period, or (ii) terminate this First Offer Right. In Tenant timely delivers the event that Tenant elects Acceptance Notice but the parties fail to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon finalize and execute the completion of Purchase Agreement within the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19Negotiation Period, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise except as set forth in Section 26.4 below, Tenant’s right of first offer contained in this Paragraph shall automatically terminate and be of no further force or effect, and Landlord may sell and convey the Premises to any prospective purchaser of its choosing free and clear of any rights of Tenant under this Section. In addition, if Landlord and Tenant enter into the Purchase Agreement and Tenant fails to consummate the transaction contemplated by the Purchase Agreement within the time periods specified in the Purchase Agreement for any reason other than Landlord’s Offerdefault, then Tenant’s right of first offer contained in this Paragraph shall automatically terminate and be of no further force or effect, and Landlord may sell and convey the Premises to any prospective purchaser of its choosing free and clear of any rights of Tenant under this Section. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale no Tenant Default is consummated as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire to sell then occurring (beyond any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”applicable cure period), Tenant shall have the an on-going right of first offer to purchase (the “"Right of First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value Purchase") all or any of the First five Buildings currently comprising the Premises (collectively, the "Offer Space, Property"). In the event Landlord and/or a successor Excluded Entity elects to sell their interest in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise all or any portion of the First Offer Right Property to a third party (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to excluding (i) a sale of the First Offer Space, Landlord or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of LandlordLandlord Affiliates, (ii) any sale or other transfer "Entities Controlled by Members of the First Offer SpaceXxxx Family" (defined as any entity or entities which are each over 51% owned or controlled by Xxxx Xxxx or Xxxxx Xxxx or Xxxx Xxx Xxxx or a trust for the benefit of Kara Xxx Xxxx or by any combination of Xxxx Xxxx or Xxxxx Xxxx or Xxxx Xxx Xxxx or a trust for the benefit of Kara Xxx Xxxx) , or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or and (iii) any sale entity that acquires substantially all of the First Offer Spaceassets of Mission West Properties, Inc. through a merger or ownership interest thereinacquisition (collectively, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstancethe "Excluded Entities"). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period), Landlord shall be free notify Tenant in writing of its intent to offer said First Offer Space to a third party on sell all or any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving portion of the NoticeOffer Property and the terms and conditions upon which Landlord would be willing to sell the Offer Property to Tenant. "Landlord Affiliates" means any subsidiary of Landlord, any entity with which Landlord merges, or any entity that is controlled by, controls or is under common control with Landlord. Tenant shall order title and arrange for closing. Closing have thirty (30) days from such written notification to notify Landlord of its intent to negotiate to purchase the Offer Property (the “Closing”"Purchase Notice"). Landlord and Tenant shall then negotiate a purchase and sale agreement in good faith in the sixty (60) on Tenant’s purchase days following delivery of the First Offer Space shall be held as close to Purchase Notice (the date of "Negotiation Period"). During the Notice as is reasonable under the circumstances. Prior to the date of ClosingNegotiation Period, Landlord shall bear not negotiate to sell the risk of loss from condemnationOffer Property to any third party. If Landlord and Tenant enter into a purchase and sale agreement for the Offer Property during the Negotiation Period, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closingagreement shall provide that, among other things, Landlord shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey good and marketable title to the First Offer Space (including the easements and rights appurtenant thereto)Property, by special warranty grant deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to liens and encumbrances except the First Offer Space, and any liens or encumbrances created by Tenant during the term of this LeasePermitted Encumbrances (Exhibit D). Such title Title shall be deemed marketable if insurable by First American Title Insurance Company or other mutually agreed nationally known title company at standard rates by a recognized for an ALTA standard coverage Owner's policy at Landlord's expense; provided, Tenant may, at its expense for the additional premium, obtain ALTA extended coverage title insurance company licensed to do business insurance, and shall be responsible for any survey required, although Landlord will provide Tenant will the most recent survey of the Offer Property in the State of Marylandits possession The purchase and sale agreement shall otherwise contain commercially reasonable terms and conditions in accordance with local industry standards. If Landlord canand Tenant do not convey title as aforesaidenter into a purchase and sale agreement for the Offer Property during the Negotiation Period, Landlord shall utilize its reasonable efforts thereafter have the right to cure such title defects sell the Offer Property to a third party on terms equal to or no less favorable than originally offered to Tenant. In the event Landlord is unsuccessful in consummating a sale of the Offer Property to a third party within a reasonable period of time not to exceed one hundred eighty (180) days. Should days after the Landlord be unableexpiration of Tenant's exclusive Negotiation Period, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this Tenant's Right of First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Purchase shall be reinstated and Landlord shall have no further liability thereafter comply with the terms and conditions set forth in this Article 3.7. Transaction closing costs in connection with any such sale of Offer Property to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord)paid per standard practices in Santa Xxxxx County, this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and voidCA. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19Lease that may limit or restrict transfer of Tenant's rights under this Lease, it is agreed that Tenant shall have the following provisions shall apply right to transfer the Right of First Offer to Purchase and/or this Lease to another entity that exercises the Right of First Offer to Purchase in connection with structuring and implementing a transaction or series of transactions that finance the acquisition of the Offer Property, subject to the First Offer Right and to Tenant’s conditions that (i) Tenant or an assignee or subtenant permitted under Article 18 remains as the occupant of the Premises upon the conclusion of the purchase, if any, and (ii) that the transaction or transactions occur in such a manner that Tenant remains liable for payment of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession purchase price. Notwithstanding any other provision of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.Article 3.7

Right of First Offer to Purchase. Subject to the terms hereof, Tenant shall have a one-time, right of first offer to purchase Landlord's right, title and interest (1whether fee and/or leasehold) Provided in each of the Pavilion Building and the Tower Building (the "ROFO to Purchase") on the following terms and conditions: (i) if and when Landlord, in its sole discretion, determines to offer to sell either or both of the Xxxxx Xxxxxxxx xx Xxxxxxxx Xxxxxxxx 00 (Xxxxxxxx and Tenant hereby acknowledging that Landlord may elect to sell each such Building in separate transactions and that Tenant's ROFO to Purchase would apply to each such transaction, but if Landlord elects to sell both such Buildings as part of a single transaction, then Tenant's ROFO to Purchase must be exercised with respect to both or neither of such Buildings) to any unrelated third party on terms acceptable to Landlord, then Landlord shall promptly deliver to Tenant a written offer notice (the Sale is consummated as contemplated by Section 18 above"Offer") specifying the terms of any such proposed sale of the Building, which Offer shall accurately identify the purchase price, closing date, type of deed of conveyance (if applicable) and all other relevant material business terms acceptable to Landlord (including, without limitation, if at anytime during applicable, any financing terms offered in connection with the term sale, etc.); (ii) following Tenant's receipt of said Offer, Tenant shall have thirty (30) days (time being of the Lease, Landlord shall desire essence) to sell any of accept or reject the condominium units owned Offer (on the same terms submitted by Landlord in the Building (collectively, the “First Offer Space”), Offer) by written notice sent to Landlord. If Tenant shall have the right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, rejects or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord accept such Offer within said five thirty (530) business day period, Landlord shall be free to offer said First Offer Space sell the Building to a third any party on any whatever terms whatsoever, and this First Offer Right shall be null and void and Landlord determines within a period of no further force and effect. one (41) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving year of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of such Offer, provided that if the Notice purchase price which Landlord is to sell the Building to such third party is less than 90% of that offered to Tenant, Landlord will resubmit to Tenant a new written offer (the "Re-Offer") on the economic terms then being offered to such party, in which event Tenant shall accept or reject such Re-Offer in the manner provided above for Landlord's Offer; (iii) if Tenant accepts the Offer (or Re-Offer, if applicable) as is reasonable under the circumstances. Prior to the date of Closingprovided above, Landlord shall bear convey to Tenant, and Tenant shall purchase, the risk Building on the terms set forth in such Offer (or Re-Offer, if applicable) and otherwise on any additional terms mutually agreed to in a writing signed by both parties within ten (10) Business Days of loss from condemnationTenant's notice accepting such Offer (or Re-offer, fire if applicable); (iv) no reduction or other casualty but subject, nevertheless, credit in the purchase price to Tenant shall apply for any fit-up made to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for Premises or Complex by Tenant to or for any other items; (v) intentionally deleted (vi) notwithstanding the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto)foregoing, by special warranty deed, free and clear if an Event of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created Default by Tenant during exists either at the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant it elects to terminate this First Offer Right as aforesaidexercise its ROFO to Purchase (or at the time Tenant purchases the Building) hereunder, Landlord shall have no further liability the option to rescind such election by Tenant; (vii) this ROFO to Purchase shall not apply to any sale by Landlord to any "related parties" of Landlord (said term to mean any principals or officers of, or any entities affiliated with Landlord, or Landlord's parent company, or any parties Controlled by or any parties under common Control with Landlord, or any divisional entities of Landlord or Landlord's parent or affiliates, or any present or future joint venture partners of or with Landlord, or any parties arising by merger or consolidation with Landlord, or any parties purchasing all or substantially all of Landlord's stock or assets); (viii) Tenant for such unremedied title defects. shall not record its ROFO to Purchase in the Stamford Land Records; (6ix) Upon this ROFO to Purchase is personal to the completion named Tenant only (i.e., World Wrestling Entertainment, Inc.) and to any permitted assignee under Section 19.01(c) and shall not apply to any subtenants, successors or assigns of Tenant; (x) this ROFO to Purchase shall not apply if Tenant is not in full occupancy of seventy-five percent (75%) of the purchase Premises; and (xi) if Tenant breaches its obligations under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure ROFO to complete Purchase, Landlord may, at Landlord's option, treat such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, breach as a default under this Lease and/or seek any other rights or remedies which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall Landlord may have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime The first time during the term of the LeaseLease Term Landlord intends to transfer its Ownership Interest In The Building (as defined below) to a third party that is not a transaction otherwise exempt from this Article XVIII as described below, Landlord shall desire to sell any give notice of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord such intention to Tenant (“Landlord’s OfferOffer Notice”), such Landlord’s Offer to reflect then current market value . Tenant shall have a period of the First Offer Space, in Landlord’s reasonable judgment. thirty (230) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after days following Tenant’s receipt of Landlord’s Offer Notice (the “Negotiation Period”) to negotiate in good faith with Landlord for the purchase of the Ownership Interest In The Building; provided, however, that in no event shall Landlord be required to accept any terms and conditions proposed by Tenant (Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence Article XVIII being collectively referred to the requirement that the Notice be timely made and in writing. (3) herein as Tenant’s “First Offer Right”). In the event Tenant fails indicates a desire to so notify Landlord within said five (5) business day periodpurchase Landlord’s Ownership Interest In The Building prior to the expiration of the Negotiation Period, Landlord and Tenant shall be free negotiate in good faith to offer said First Offer Space to reach agreement on a third party on any terms whatsoever, mutually acceptable purchase price and this First Offer Right shall be null purchase and void and of no further force and effect. (4) In sale agreement by the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving end of the NoticeNegotiation Period, it being understood, however, that neither party shall have any obligation whatsoever to accept the terms and conditions proposed by the other during such negotiations or to enter into a purchase and sale agreement for the Ownership Interest In The Building on terms not acceptable to such party in its sole and absolute discretion. If the parties agree on terms and conditions within the Negotiation Period, Landlord and Tenant shall order title and arrange for closing. Closing deliver to each other an executed copy of the purchase agreement agreed to by the parties during the Negotiation Period (the “ClosingPurchase Agreement”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances). Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end The parties agree that the Purchase Price Agreement shall be totally net to Landlord. provide for a closing date that is not more than thirty (530) Landlord agrees to convey marketable title to days after the First Offer Space (including end of the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to Negotiation Period. A “transfer” for the First Offer Space, and any liens or encumbrances created by Tenant during the term purposes of this LeaseSection 18.1 includes a sale, ground lease or any other conveyance or transfer by the Persons having an Ownership Interest In The Building. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts not, in bad faith, structure any transfer in a manner intended to cure such title defects within evade the application of this Section 18.1 (e.g. by accomplishing the transfer of an Ownership Interest In The Building in a reasonable period series of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Rightrelated transfers). In the event that Tenant elects the parties execute a Purchase Agreement, the Ownership Interest In The Building shall be sold to terminate this Tenant in its then existing “AS IS, WHERE IS” condition, without representation or warranty by Landlord other than as to authority, OFAC, no notices of violation of Requirements, and no litigation relating to the Premises or Seller’s ability to complete such sale. If the parties are unable to agree upon a Purchase Agreement during the Negotiation Period, or if Tenant shall fail to deliver a copy of the Purchase Agreement signed by Tenant by the end of the Negotiation Period, or if Tenant shall expressly waive in writing its First Offer Right as aforesaidhereunder, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion provisions of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) Article XVIII shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall thereafter be terminated, null and void. In addition If Tenant determines after receipt of Landlord’s First Offer Notice that it does not desire to purchase the Ownership Interest in the Building, Tenant shall promptly notify Landlord. If Landlord shall record an affidavit in the Suffolk County Registry of Deeds stating that: (i) Landlord has sent Landlord’s Offer Notice to Tenant in accordance with the requirements of this Article XVIII, and (ii) either that parties were unable to agree upon a Purchase Agreement during the Negotiation Period, or Tenant failed to deliver a copy of the Purchase Agreement signed by Tenant by the end of the Negotiation Period, or Tenant waived in writing its First Offer Right hereunder, then such affidavit shall be conclusive as to (A) compliance of Landlord with the requirements of this Article XVIII; and (B) termination of Tenant’s rights under this ARTICLE XVIII, and remedies available any other party shall be entitled to Landlord at law or rely on the same. As used in equitythis XVIII, Landlord the following terms shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Spacemeanings: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1a) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime If during the initial term of this lease, Landlord desires to sell all or any portion of the LeasePremises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall desire give Tenant a notice (herein called the “Offering Notice”) offering to sell any of the condominium units owned by Landlord in Offered Property to Tenant at the Building purchase price (collectively, the “First Offer SpacePrice”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall have elect, by notice to Landlord, to either (i) purchase the right of first offer Offered Property on the terms contained in the Offering Notice (the “First Offer Right”), without any substantive change whatsoever) or (ii) refuse to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, Offered Property as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right herein provided. Time shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights under that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 1944.01(a), and Tenant acknowledges that shall respond to any such request of Landlord requires strict adherence within ten (10) Business Days after receipt of same (time being of the essence with respect to such response, and if Tenant fails to respond to such request within said ten (10) Business Day period, such contemplated sale of ownership interests shall not be deemed to constitute a sale of the requirement that Offered Property as contemplated by the Notice be timely made and in writingfirst sentence of this Section 44.01(a)). (3b) Among other matters, the Offer Contract shall incorporate the following (“Terms”): (i) a closing date that is thirty (30) days following the date of the Offer Contract; (ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant; (iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and (iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and other than any liens existing on the date of this lease and any liens created or arising from the acts of Tenant or its agents, or anyone claiming by or through such parties). (a) If Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by the prospective buyer shall be no less than ninety-five percent (95%) of the Offer Price taking into account all material relevant economic matters, including, without limitation, the payment of the purchase price in its entirety in cash (subject to any assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within six (6) months after the date of Tenant’s refusal or deemed refusal to purchase, and if a sale of the Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the event Offered Property pursuant to this Article 44 and thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of such transaction, deliver to Tenant fails a notice specifying the terms of such transaction, and such notice shall constitute an Offering Notice pursuant to so notify which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in said notice. (b) If Tenant has refused or is deemed to have refused to purchase the Offered Property, Landlord shall, not less than ten (10) Business Days following a closing with a third party purchaser, deliver a notice to Tenant together with a fully executed copy of the contract of sale (and all amendments and exhibits thereto) and side letters and pertinent agreements, with such third party purchaser and its affiliates. Tenant shall, in writing and within said five (5) business day periodBusiness Days after the delivery of such notice by Landlord, confirm or dispute that a specified purchase price is substantially the same as the Offer Price. Time shall be of the essence with respect to such notice from Tenant to Landlord and any failure to notify Landlord within such five (5) Business Day period shall be deemed for all purposes and as against all parties as Tenant’s agreement that the purchase price is substantially the same as the Offer Price. If Landlord fails to comply with its obligations pursuant to Section 44.02(a) or pursuant to this Section 44.02(b), Tenant may pursue any and all legal (but not equitable) rights and remedies that it may have in connection therewith. 44.03. Tenant’s rights granted under this Article 44 shall not apply to any Permitted Transfer (as such term is defined in the Original Lease. 44.04. Notwithstanding anything to the contrary in this Article 44, any transfer of the Offered Property pursuant to this Article shall be subject to this lease, any subleases and any defects created, arising or resulting from any acts of Tenant or any assignee or subtenant of Tenant, and Landlord shall be free make no representations, warranties or covenants concerning same to offer said First Offer Space Tenant or its assignee or subtenant. 44.05. Tenant shall keep confidential all information it receives with respect to a third party on the Offered Property or contained in any terms whatsoeverOffering Notice or any contract of sale submitted hereunder (except that Tenant may disclose such information (i) to such of its executive officers, employees and professional advisors as are reasonably required in connection with the analysis of the Offered Property, (ii) in connection with any arbitration or suit regarding same, and (iii) as may be required by law), provided that Tenant’s obligations pursuant to this First Offer Right Section 44.05 shall terminate after closing of the purchase of the Offered Property by Tenant (but otherwise Tenant’s obligations pursuant to this Section 44.05 shall survive). 44.06. Tenant agrees, at any time and from time to time after the rights to Tenant under this Article 44 are no longer in effect as to any particular transaction, as requested by Landlord with not less than ten (10) Business Days’ prior notice, to execute and deliver to Landlord a statement certifying that the rights granted to Tenant under this Article 44 are no longer in effect, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Landlord and others with whom Landlord may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to Tenant being estopped from contradicting any of the statements made in such certificate. 44.07. Tenant’s rights with respect to the Offered Property under this Article 44 are subject to the conditions that at the time of the exercise of Tenant’s election, Citibank Tenant is the then Tenant under this lease and satisfies the Minimum Leasing Requirement, failing which, the provisions of this Article 44 shall be deemed null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1a) Provided that (i) no Event of Default shall have occurred in the Sale past twelve (12) months preceding the date of Landlord’s Offer (defined below), (ii) there then exists no uncured Event of Default by Tenant under this Lease, and (iii) that the Tenant named in this Lease is consummated as contemplated by Section 18 aboveleasing the entire Premises, if at anytime then before Landlord may sell or convey the Property to any third party during the term Term (including the sale of all or substantially all of the Leasedirect or indirect ownership interests in Landlord to a third-party that is not then a holder (or the Affiliate of a holder) of direct or indirect ownership interests in Landlord) (a “Sale”), Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the right of first offer (to so sell the “First Offer Right”)Property to Tenant, to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a by giving written notice from Landlord to Tenant (“Landlord’s Offer”) of the material business terms and conditions on which Landlord is willing to sell the Property, which notice shall set forth at least the purchase price, closing period, due diligence period (if any), and terms of payment applicable to the proposed Sale. For the avoidance of doubt, the transfer of direct or indirect ownership interests in Landlord among or between the then-current holders of direct or indirect ownership interests in Landlord shall not trigger this right of first offer, so long as such transaction(s) are not undertaken with the intent of defeating Tenant’s right of first offer to purchase hereunder. For the avoidance of doubt, the right of first offer hereunder shall inure to the benefit of any Permitted Transferee who is the legal successor to, or assignee of, all of Tenant’s rights under this Lease. Furthermore, Landlord shall not undertake any transaction which would give rise to the ROFO within the first eighteen (18) months following the Commencement Date. (b) Tenant shall have thirty (30) days after the date of receipt of Landlord’s Offer within which to reflect then current market value of the First Offer Space, notify Landlord in writing whether Tenant accepts Landlord’s reasonable judgment. Offer on the terms and conditions therein contained. If Tenant accepts Landlord’s Offer in writing within the thirty (230) Tenant’s exercise day period described above, the parties shall proceed to negotiate in good faith toward the goal of its First Offer Right shall be effective only upon written notification by Tenant to Landlord entering into a mutually acceptable Agreement of Tenant’s exercise of the First Offer Right Sale and Purchase (the a “NoticeROFO Definitive Agreement”) and its acceptance of on the terms set forth in Landlord’s Offer. Such notification must be given The ROFO Definitive Agreement shall incorporate the terms and conditions set forth on Exhibit “F” attached hereto, except to Landlord before the close extent that any of the material business on the fifth (5th) full business day after Tenant’s receipt of terms set forth in Landlord’s Offer deviate from such provisions, in which case Landlord’s Offer shall control. (c) If Tenant does not accept Landlord’s Offer in writing within the thirty (30) day period described in Section 30(b), or Tenant accepts Landlord’s Offer but the parties fail to enter into a ROFO Definitive Agreement within thirty (30) days thereafter, then Tenant shall be deemed to have declined the Landlord’s Offer, subject to the remainder of this Section 31(c). If Tenant declines, or is deemed to have declined, Landlord’s Offer, Landlord may make a Sale to any other person or entity; provided, however, that in no event shall Tenant’s First Offer Right apply to (i) if Landlord fails to enter into a definitive agreement for the sale of the First Offer SpaceProperty within twelve (12) months after Tenant declines, or ownership interest therein, together with any other propertyis deemed to have declined Landlord’s Offer, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of if having entered into a definitive agreement within the First Offer Spacetime period specified in clause (i) above, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord fails to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such partiescomplete closing thereunder within ten (10) months thereafter, or (iii) any sale if Landlord desires to make a Sale for a purchase price which is less than ninety-two percent (92%) of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer, then in any such event before entering into a Sale Landlord shall first re-offer the Property for Sale to Tenant (at such reduced purchase price, if applicable) in accordance with the procedure in Section 30(a). If Tenant declines, or is deemed to have declined, Landlord’s Offer, or if for any reason this right of first offer terminates, at Landlord’s request Tenant shall confirm the same to Landlord (and to any third party that Landlord may designate) in writing within five (5) days after Landlord’s written request for such confirmation. (d) This right of first offer will expire contemporaneously with the expiration or earlier termination of this Lease. Furthermore, this right of first offer shall be extinguished by any Sale or any other transfer of the Property made in accordance with the terms of this Section 30, except for the transfers described in Section 30(e) below. (e) Notwithstanding anything herein to the contrary, this right of first offer shall not apply to (and “Sale” shall not mean or include) (i) any mortgage financing, sale leaseback financing transaction, foreclosure sale or other statutory sale or non-judicial sale by any holder of a mortgage on Landlord’s interest in the Property, or a deed in lieu of foreclosure, or to a foreclosure of a direct or indirect equity interest in Landlord under the Uniform Commercial Code or otherwise, or a transfer in lieu thereof, or any similar event relating to a fee mortgage or security interest, or to any sale or transfer thereafter made by the holder of such mortgage or security interest or its Affiliate, (ii) the sale or transfer of less than all or substantially all of the direct or indirect ownership interests in Landlord, or any direct or indirect partnership or membership interests by Landlord or its partners, members or shareholders, unless such sale or transfer, together with other sales or transfers of direct or indirect ownership interests in Landlord made as part of a series of related and contemporaneous transactions, results in the sale or transfer of all or substantially all of the direct or indirect ownership interests in Landlord to a third-party that is not an Affiliate of Landlord, or a then-current holder of direct or indirect ownership interests in Landlord, or an Affiliate thereof, (iii) a sale or transfer, whether in fee or by transfer of direct or indirect ownership interests in Landlord, to an Affiliate of Landlord, or to any party (or its Affiliate) that then holds direct or indirect ownership interests in Landlord, (iv) a sale or transfer as part of the sale of three (3) Exercise or more properties by Landlord and/or its Affiliates (in one or more related transactions), or (v) transfers of this First Offer Right direct or indirect ownership interests in Landlord to third parties in connection with the initial formation and capitalization of Landlord or its parent companies. This right of first offer shall not cause be extinguished by any transaction described in this Section 30(e) above, but shall continue thereafter until exercised or extinguished as set forth above. No such transaction(s) shall be undertaken with the Lease, as amended by this Amendment, intent of defeating Tenant’s right of first offer to terminatepurchase hereunder.

Right of First Offer to Purchase. (1) Provided that During the Sale is consummated as contemplated by Section 18 above, if at anytime during the term Term of the LeaseLease (including any extensions or renewals thereof), Tenant will have an ongoing right to purchase the Premises as set forth below (“ROFO”). The option set forth in this Section 34 is personal to Ionis Pharmaceuticals, Inc. and may not be exercised by any other assignee or sublessee except in the event of a Permitted Transfer. If either (x) Landlord determines to sell the Premises to an unaffiliated buyer or (y) Landlord receives an unsolicited offer to sell the Premises to an unaffiliated potential buyer and Landlord wishes to either accept such offer or make a counter-offer to such potential buyer, Landlord shall desire to sell any notify Tenant of same, setting forth the essential terms of the condominium units owned by Landlord in the Building sale (collectivelyi.e., the price, payment terms, “First Offer SpaceAS IS” or other condition of property, due diligence conditions, title and other contingencies, allocation of prorations and closing costs, and closing date) (“ROFO Notice”). Within ten (10) business days of receipt of Landlord’s ROFO Notice, Tenant shall have the right may deliver to Landlord a notice of first offer (the “First Offer Right”), Txxxxx’s election to purchase the First Offer Space for the same purchase price (the “Purchase Price”)Premises, and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of on the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close ROFO Notice, except that Tenant shall not have any due diligence contingency in recognition of business on the fifth (5th) full business day after Tenant’s receipt use and occupancy of Landlord’s Offer (providedthe Premises. Notwithstanding the foregoing, however, that in no event shall Tenant’s First Offer Right apply any of the following permit Tenant to exercise its rights pursuant to this Section 34: (i) a the sale of the First Offer Space, Premises as part of a transaction involving more than one project owned by Landlord or ownership interest therein, together with any other property, its Affiliates and provided the sale includes one or ownership interest more buildings comparable in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlordsize to the Premises, (ii) any sale a merger or other transfer acquisition of the First Offer Space, Landlord into or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such partiesby another entity, or (iii) the sale or transfer of any sale of the First Offer Space, direct or ownership indirect interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. If Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (1) Provided that or another special purpose entity owned and controlled by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC), and Tenant is leasing the Sale is consummated as contemplated by Section 18 aboveentirety of the Leased Premises and the Building E Premises (and the Expansion Premises, if at anytime during the term of the Lease, Landlord shall desire to sell any of the condominium units owned Building G Lease is entered into by Landlord and Tenant pursuant to Paragraph 16.1 above or otherwise), and provided that Tenant is not then in monetary or material non-monetary default under this Lease or the Building E Lease beyond the applicable notice and cure periods, if any, expressly set forth in such leases, then if and when Landlord, in its sole discretion, decides to market either (collectivelya) the Buildings, and/or Building E, and/or Building G (if the Building G Lease is entered into by Landlord and Tenant pursuant to Paragraph 16.1 above or if the Expansion Period has not yet expired) (the “First Offer SpaceSubject Buildings”), or (b) the entire Project, for sale on a standalone basis to an unaffiliated third party, Landlord will provide an offering package and/or summary financial information to Tenant shall have the right of first offer fifteen (the “First Offer Right”), to purchase the First Offer Space for the same purchase price 15) business days (the “Purchase PriceNegotiation Period”), and other terms and conditions) prior to offering the Subject Buildings or the Project, as are set forth in a notice applicable, for sale to third parties and would not solicit or entertain offers from parties other than Tenant during the Purchase Negotiation Period. Tenant acknowledges Landlord may choose not to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of sell the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right Subject Buildings or the Project at any time during the Purchase Negotiation Period and/or marketing process. This right shall be effective only upon written notification by Tenant personal to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) Palo Alto Networks, Inc. and its acceptance Permitted Assignee, applies only to a sale of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to either (i) a sale of the First Offer SpaceSubject Buildings only, or ownership interest therein(ii) the Project only, together with and without limitation shall not apply in the event of (a) any other multi-building or multi-project portfolio sale involving additional property, (b) a Property, multi-property, or ownership interest in property, of Landlord, Project recapitalization or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such partiesfinancing, or (iiic) any sale of a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master limited partnership, REIT, UPREIT, etc.) involving the First Offer SpaceProperty or the Project. In the event Landlord and Tenant, or ownership interest thereineach in its sole discretion, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence reach agreement with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to Subject Buildings or the ClosingProject, shall be paid for then by Tenant to no later than the end that of the Purchase Price Negotiation Period they shall be totally net enter into an “As-Is” Purchase and Sale Agreement, without representations or warranties other than those relating to Landlord. (5) authority, and otherwise reflecting the terms agreed upon during the Purchase Negotiation Period. In the event Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto)Tenant, by special warranty deedeach in its sole discretion, free and clear of all monetary liens, subject, however, to all other matters of record do not reach agreement with respect to the First Offer Space, purchase and any liens sale of the Subject Buildings or encumbrances created by Tenant the Project during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, thenPurchase Negotiation Period, Tenant shall have no further the same rights whatsoever under as other potential buyers to participate in the marketing process, either directly or through its brokers or agents. Anything in this Section 19, and the First Offer Right shall be terminated, null and void. In addition Lease to the rights and remedies available to Landlord at law or in equitycontrary notwithstanding, Landlord Tenant shall not have the right to enforce specific performance exercise its rights under this Paragraph 16.4 during any period that Tenant is in material default under any of Tenant’s obligations to purchase the terms, covenants or conditions of this Lease, and pay the time periods provided for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and herein shall not be separated tolled or extended during Tenant’s cure thereof, but the foregoing shall not be read to prevent Tenant from curing the Lease or transferred by Tenant independently of applicable default and then exercising its rights under this Paragraph 16.4 once the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely default is cured if such cure is completed within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchaseapplicable cure period, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant expressly set forth in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that Landlord hereby grants Tenant the Sale is consummated as contemplated by Section 18 abovefirst right, if option and opportunity to purchase the Premises on the following terms and conditions: A. If at anytime any time during the term of this Lease (including, without limitation, any Renewal Term) Landlord desires to sell the LeasePremises or any part thereof or interest therein (such part or interest being referred to herein as the "Offered Interest"), then before Landlord enters a binding agreement to sell the Offered Interest, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the right of first offer (to Tenant the “First Offer Right”), opportunity to purchase the First Offered Interest by giving Tenant written notice of the terms and conditions on which Landlord would be willing to sell the Offered Interest ("Landlord's Offer"). Landlord's Offer Space shall include the following basic business terms upon which Landlord is willing to sell the Offered Interest: (i) the sales price, (ii) the amount and terms of any seller financing, (iii) the amount and terms of any assumable third party financing, (iv) the state of title to be transferred by Landlord, (v) the date for close of escrow, (vi) the same purchase price allocation of closing costs, (vii) the “Purchase Price”)legal description of the Offered Interest, and (viii) all other material business terms on which Landlord is willing to sell the Offered Interest. Tenant shall thereafter have the exclusive right to purchase the Offered Interest on the terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, conditions stated in Landlord’s reasonable judgment. (2) Tenant’s 's Offer, which right Tenant may exercise of its First Offer Right shall be effective only upon by giving Landlord written notification by Tenant to Landlord notice of Tenant’s exercise of such right within thirty (30) days following the First Offer Right (date that Tenant receives Landlord’s Offer. If Tenant exercises such right, thenTenant shall purchase and Landlord shall sell the “Notice”) and its acceptance of Offered Interest on the terms set forth and conditions described in Landlord’s Offer. Such notification must be given . B. If Tenant does not, within such thirty (30) day period, exercise Tenant's right to Landlord before purchase the close of business Offered Interest on the fifth (5th) full business day after Tenant’s receipt terms and conditions of Landlord’s 's Offer, then Landlord may sell the Offered Interest to any third party for a purchase price not less than ninety-five percent (95%) of the purchase price specified in Landlord's Offer (providedand otherwise on the same terms and conditions of Landlord's Offer, however, that in no event shall Tenant’s First Offer Right apply to so long as (i) Landlord enters a binding written agreement with such third party for the sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord Offered Interest within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should days after Landlord's delivery to Tenant of Landlord's Offer, and (ii) Landlord conveys title to the Offered Interest to such third party pursuant to such agreement within ninety (90) days after such agreement for the sale of the Offered Interest is fully executed by Landlord be unable, using its reasonable efforts, to cure and such title defects third-party buyer. C. If Landlord has not entered a binding written agreement for the sale of the Offered Interest within such one hundred eighty (180) day period, then days after Landlord's delivery to Tenant may, by written notice to of Landlord, elect to (i) waive said title defects and proceed to Closing's Offer, or if Landlord has not conveyed title to the Offered Interest to such third party buyer pursuant to such an agreement within ninety (ii90) terminate this First Offer Right. In days after such agreement for the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion sale of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete Offered Interest is fully executed by Landlord and such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19third-party buyer, then, Tenant shall have no further rights whatsoever under this Section 19in either such event, and any subsequent offer or election by Landlord to sell the First Offer Right Premises or any part thereof or any interest therein (including, without limitation, the Offered Interest) shall be terminateddeemed a new determination to so do and shall be subject once again to Tenant's first right, null option and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations opportunity to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant as described in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this LeaseParagraph 46. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1a) Provided that Subject to the Sale is consummated as contemplated by Section 18 above, if at anytime during the term provisions of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”)this Article 32, Tenant shall have the a right of first offer to acquire the Premises. If, at any time during the Term, Landlord desires to sell or lease the Premises through a transaction which is a Disposition, or the entity or entities (“Equity Holder”) holding all of the outstanding membership interests in 000 Xxxx Xxxxxx, LLC (“Membership Interests”) desire to transfer the Membership Interests through a transaction which is a Disposition, Landlord shall give to Tenant notice (the "Disposition Notice") that Landlord desires to sell or lease the Premises or that the Equity Holder desires to sell the Membership Interests, as the case may be. Landlord shall give the Disposition Notice at any time prior to the date on which (i) Landlord transfers fee title to a third party in a transaction which is a Disposition, or (ii) Landlord enters into a lease agreement for the Premises with a third party in a transaction which is a Disposition, or (iii) Equity Holder assigns the Membership Interests to a third party in a transaction which is a Disposition. The Disposition Notice shall specify the material terms and conditions upon which Landlord would be willing to sell or lease the Premises or upon which Equity Holder would sell the Membership Interests, as the case may be. Tenant shall then have the right to either purchase the Premises, lease the Premises, or purchase the Membership Interests (as the case may be), at the price and on the terms and conditions set forth in the Disposition Notice; such right to be exercised by Tenant by notice to Landlord (the “First Offer RightElection Notice”)) given within twenty (20) calendar days after Tenant’s receipt of the Disposition Notice. A failure to exercise such right by notice given within such twenty (20) day period shall conclusively be deemed an election by Tenant not to purchase or lease the Premises or purchase the Membership Interests, as the case may be. The term “Waiver Date” as used herein means the earlier to occur of (i) the date on which Tenant notifies Landlord that it elects not to purchase or lease the Premises, or not to purchase the First Offer Space for Membership Interests, upon the same purchase price (terms specified in the “Purchase Price”)Disposition Notice, and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of ii) the First Offer Space, in Landlord’s reasonable judgment. twentieth (220th) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writingDisposition Notice. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1a) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime If during the initial term of this lease, Landlord desires to sell all or any portion of the LeasePremises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall desire give Tenant a notice (herein called the “Offering Notice”) offering to sell any of the condominium units owned by Landlord in Offered Property to Tenant at the Building purchase price (collectively, the “First Offer SpacePrice”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall have elect, by notice to Landlord, to either (i) purchase the right of first offer Offered Property on the terms contained in the Offering Notice (the “First Offer Right”), without any substantive change whatsoever) or (ii) refuse to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, Offered Property as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right herein provided. Time shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise election, and any failure by Tenant to notify Landlord of its rights under this Section 19election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant acknowledges that Landlord requires strict adherence may have pursuant to the requirement that the Notice be timely made and this Article 44 in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, connection therewith). Landlord shall not be free permitted to offer said First Offer Space to a third party on any terms whatsoeverrevoke the Offering Notice during the Option Period, and this First Offer Right but the Offering Notice shall be null deemed to be revoked during the Option Period if Landlord and void and of no further force and effect. (4) In Tenant or its designee enter into a purchase agreement on terms different than those contained in the event that Offering Notice. If Tenant desires to purchase the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the NoticeOffered Property, Tenant and Landlord shall order title enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and arrange for closing. Closing must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “ClosingOffer Contract”). The Offer Contract must be entered into within thirty (30) on Tenant’s purchase days following the expiration of the First Offer Space shall be held as close Option Period. To provide further assurances for the parties, at any time prior to the date execution of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated a contract with the purchase and a third-party purchaser for a sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equityownership interests, Landlord shall have the right to enforce specific performance give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of Tenant’s obligations the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to purchase any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response, and pay for if Tenant fails to respond to such request within said ten (10) Business Day period, such contemplated sale of ownership interests shall not be deemed to constitute a sale of the First Offer Space in accordance with Offered Property as contemplated by the first sentence of this RiderSection 44.01(a)). (8) This First b) Among other matters, the Offer Right Contract shall incorporate the following (“Terms”): (i) a closing date that is personal thirty (30) days following the date of the Offer Contract; (ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant; (iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and (iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and any liens created or arising from the acts of Tenant and or its agents, or anyone claiming by or through such parties). (a) If Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be separated from undertaken at a price which is not “substantially the Lease or transferred same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by Tenant independently the prospective buyer shall be no less than ninety-five percent (95%) of the leasehold interest Offer Price taking into account all material relevant economic matters, including, without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19limitation, the following provisions shall apply payment of the purchase price in its entirety in cash (subject to the First Offer Right and to Tenant’s purchaseany assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the First Offer Space: subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within six (16) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on months after the date of ClosingTenant’s refusal or deemed refusal to purchase, Tenant is in possession and if a sale of the Leased Premises Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and Tenant thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not in default substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of this Lease. (2) The First Offer Space shall be delivered such transaction, deliver to Tenant in “AS IS” conditiona notice specifying the terms of such transaction, unless and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in Landlord’s Offersaid notice. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. On the condition, which condition Landlord may waive by written notice to Tenant at any time, that there is no Default, both at the time that Tenant gives the Offer to Purchase (1defined herein) Provided that the Sale is consummated and as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building Closing date (collectively, the “First Offer Space”defined herein), Tenant shall have the a one-time right of first offer (the “First Offer Right”), to purchase the First Property during the first five years of the Lease Term, as follows. Landlord shall give to Tenant a written offer to purchase the Property ("Offer Space for to Purchase") prior to Landlord's marketing the same Property to the public or offering to convey its interest in the Property to any third party. The Offer to Purchase shall set forth the purchase price which Landlord is willing, in Landlord's sole discretion, to accept (the “"Purchase Price”"), and such other terms and conditionsas Landlord may impose, as are subject to the limitations set forth in a notice from this Section 24.9. 42 Notwithstanding anything to the contrary herein contained, Tenant shall have no right to purchase the Property, nor shall Landlord be required to Tenant (“Landlord’s Offer”), such Landlord’s give an Offer to reflect then current market value of the First Offer Space, Purchase in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to connection with: (i) a sale any transfer of beneficial interests in the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of LandlordLandlord entity, (ii) any sale transfer to an entity which is affiliated with Landlord or other transfer which is affiliated with one person or entity which has a beneficial interest in Landlord as of the First Offer SpaceDate of this Lease, (iii) the granting of any mortgage or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in easement affecting the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such partiesProperty, or (iiiiv) any sale conveyance by reason of a foreclosure of any mortgage affecting the Property, or any deed in lieu of foreclosure. Tenant may exercise its right to purchase the Property by giving written notice ("Exercise Notice") to Landlord on or before the date twenty-one (21) days after the Landlord gives the Offer to Purchase to Tenant and simultaneously paying to Landlord a deposit ("Deposit") in immediately available funds equal to ten (10%) percent of the First Offer SpacePurchase Price. If Tenant does not timely give the Exercise Notice together with the Deposit, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer then Tenant shall set forth have no right to purchase the terms of such third party offer or which Landlord is willing Property pursuant to accept. Time is this Section 24.9 (time being of the essence with respect to Tenant’s exercise of its rights under this Section 19, 24.9) and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space convey its interests in the Property to any third party. However, Landlord agrees that for a period of twelve (12) months following the giving of the Exercise Notice to Tenant, Landlord shall not convey the Property to a third party on any terms whatsoever, and this First Offer Right shall be null and void and in consideration of no further force and effect. a purchase price that is less than ninety-five (495%) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving percent of the Notice, Purchase Price offered to Tenant shall order title and arrange for closing. Closing (in the “Closing”) on Tenant’s purchase of Offer to Purchase without reoffering the First Offer Space shall be held as close Property to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, Tenant according to the terms of the Lease, as amended by this AmendmentSection. At the Closing, Unless Tenant shall pay to Landlord the total purchase price, in cash. All costs have timely delivered an Exercise Notice and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net Deposit to Landlord. (5) , Landlord agrees may deliver a revised written Offer to convey marketable title Purchase to Tenant at any time, and the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear provisions of this Section 24.9 shall in all monetary liens, subject, however, to all other matters of record circumstances be construed with respect to the First most recent Offer Spaceto Purchase tendered to Tenant by Landlord. If Tenant timely gives the Exercise Notice and delivers the Deposit, then Landlord shall sell the Property to Tenant, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and purchase the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Property from Landlord at law or in equity, Landlord shall have the right to enforce specific performance of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, upon the following provisions shall apply to the First Offer Right terms and to Tenant’s purchase, if any, of the First Offer Spaceconditions: (1) Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Lease. (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.

Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during During the term of this Lease, if Landlord, at any time, decides to sell all or any portion of the LeasePremises that Tenant is then occupying, whether separately or as part of a larger package of properties, or, decides to assign or sublease the entire Ground Lease (related to the Premises that Tenant is then occupying) for the remainder of its term, separately or as part of a larger package of properties (any of these, a “Sale Transaction”), Landlord shall desire first deliver to sell any Tenant a notice (the “Transfer Notice”) that describes the basic terms of the condominium units owned by transaction that Landlord in the Building desires to undertake (collectively, the “First Offer SpaceProposed Transaction”), the purchase price that Landlord will accept in connection with the Proposed Transaction (the “Desired Price”), and the material terms and conditions of the Proposed Transaction. Tenant shall have [***] days after receipt of a Transfer Notice to deliver a written notice (the “Acceptance Notice”) to Landlord, pursuant to which Acceptance Notice Tenant agrees to engage in the entire Proposed Transaction (and not merely for properties that are a part of this Lease) at the Desired Price and upon the terms and conditions set forth in the Transfer Notice. The Transfer Notice may contain, at Landlord’s option, the actual proposed purchase and sale agreement (“PSA”). If Tenant delivers to Landlord an Acceptance Notice within the [***] day period, then Landlord and Tenant shall use their good faith efforts during the [***] days [***] which [***] days shall not, in any event, [***] to reach agreement on the terms of a Purchase and Sale Agreement with respect to the property described in the Transfer Notice on the terms and conditions set forth in the Transfer Notice and on such other terms and conditions as are customary in the market at that time. The form of PSA provided by Landlord to Tenant shall provide Tenant with [***] days [***] . Tenant’s acquisition shall be subject to Tenant’s required corporate approval of the transaction, however, any such approvals shall be obtained and delivered to Landlord in writing not later than the Acceptance Notice. If Tenant fails to timely provide an Acceptance Notice, Landlord may sell the property described in the Transfer Notice to any other party so long as the price is not less than ninety-five percent (95%) of the Desired Price; provided, however, that if Landlord desires to sell such property for a purchase price less than ninety-five percent (95%) of the Desired Price, then Landlord shall deliver to Tenant an additional Transfer Notice (with the revised Desired Price) whereupon Tenant shall have the right of first offer (the “First Offer Right”), and option to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are property set forth in the Transfer Notice for the revised Desired Price, pursuant to the procedures set forth above. If Tenant fails to provide an Acceptance Notice within the applicable period and Landlord subsequently consummates the Proposed Transaction substantially on the terms contained in the Transfer Notice and for a notice from Landlord price not less than ninety-five percent (95%) of the Desired Price, Tenant’s rights hereunder shall automatically terminate. Notwithstanding anything in the foregoing to Tenant (“the contrary, at Landlord’s Offer”)option, such Landlord’s Offer and in addition to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt all of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights remedies under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In the event that the First Offer Right is exercised by Tenant, as promptly as is practicable after its giving of the Notice, Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated with the purchase and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Maryland. If Landlord cannot convey title as aforesaid, Landlord shall utilize its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice to Landlord, elect to (i) waive said title defects and proceed to Closing, or (ii) terminate this First Offer Right. In the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect to the Leased Premises, except with respect to obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance Right of Tenant’s obligations to purchase and pay for the First Offer Space in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by Tenant independently of the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of this Section 19, the following provisions shall apply Purchase hereinabove granted to the First Offer Right and to Tenant’s purchase, if any, of the First Offer Space: (1) Tenant shall not be entitled deemed to exercise be properly exercised and shall terminate if any of the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, following events occur or any combination thereof occur: (i) Tenant is in possession default of the Leased Premises performance of any of the covenants, conditions or agreements to be performed under the Lease beyond applicable notice and cure periods; and/or (ii) [***] ; and/or (iii) Tenant has failed to exercise properly this Right of First Offer to Purchase in a timely manner in strict accordance with the provisions of this Section. Tenant’s Right of First Offer to Purchase is personal to Intuit Inc, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than Intuit Inc, and shall only be available to and exercisable by Intuit Inc [***] . Tenant hereby agrees that it will solely be responsible for any and all brokerage commissions and finder’s fees payable to Xxxxx Lang LaSalle or any broker representing Tenant in connection with the Right of First Offer to Purchase described herein, and Tenant’s exercise of the same, and Tenant is shall indemnify, defend and hold Landlord free and harmless against any liability, claim, judgment, or damages with respect thereto, including attorneys’ fees and costs. Tenant shall not be responsible for any and all brokerage commissions and finder’s fees payable to any broker representing Landlord in default connection with the Right of this Lease. (2) The First Offer Space to purchase described herein, and Landlord shall indemnify, defend and hold Tenant free and harmless against any liability, claim, judgment or damages with respect thereto including attorneys’ fees and costs. Notwithstanding the foregoing, sales or other transfers may be delivered made to Tenant in the following persons/entities without any such sale or transfer being a “AS ISSale Transaction” condition, unless otherwise as set forth in Landlord’s Offer. above (3) Exercise such that the same does not trigger the Right of this First Offer Right shall not cause to Purchase): (i) testamentary or inter vivos transfers to any partner of Landlord, or to the Leaseissue of any ancestors of any deceased or living partner of Landlord; and/or (ii) to a trust or other entity whose life or term beneficiaries or owners consist of a spouse, as amended by this Amendment, to terminateancestor and/or issue of any ancestors of any deceased or living partner of Landlord.

Right of First Offer to Purchase. (1) Provided that Tenant has resources and means (as evidenced by audited financial statements delivered to Landlord) sufficient to purchase the Sale ROFO Purchase Premises (as defined below), there is consummated as contemplated by Section 18 aboveno Event of Default under this Lease at the time Tenant delivers its Acceptance Notice and Tenant (or Tenant’s Permitted Transferee) is then itself occupying the Premises, if at anytime during the term Landlord hereby grants to Tenant originally named in this Lease (and any Permitted Transferee) a one-time right of first offer to purchase each of the LeaseProject and each of Xxxxxxxx 000, Xxxxxxxx 000, Xxxxxxxx 960 or Building 970 (“ROFO to Purchase”) if and when the Landlord elects to sell, or otherwise transfer, all of the Project or any of Xxxxxxxx 000, Xxxxxxxx 000, Xxxxxxxx 000 or Building 970 930 (as to all or which space(s) are first available for sale, as applicable) (all or each of the foregoing, “ROFO Purchase Premises”). Notwithstanding the foregoing, such right of first offer shall be subordinate to the desire of any Landlord Affiliate to purchase the ROFO Purchase Premises. Landlord shall notify Tenant in writing (the "Purchase Notice") when the ROFO Purchase Premises becomes available for sale to third parties, provided that no Landlord Affiliate wishes to purchase all or any portion of the ROFO Purchase Premises. Pursuant to such Purchase Notice, Landlord shall desire offer to sell any to Tenant the ROFO Purchase Premises. The Purchase Notice shall include the material terms on which Landlord desires to sell the ROFO Purchase Premises, including purchase price; deposit amount; due diligence period; closing time frame; closing costs and the other economic terms upon which Landlord is willing to sell such ROFO Purchase Premises to Tenant. Within fifteen (15) days after receipt of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”)Landlord’s Purchase Notice, Tenant shall have the right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a deliver its irrevocable written notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment. (2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of accepting, without qualification or modification, the terms set forth in Landlord’s Offerthe Purchase Notice for the sale of such ROFO Purchase Premises in its “AS IS” condition (the “Acceptance Notice”). Such notification must The Acceptance Notice shall be given irrevocable when made by Tenant. If Tenant fails to deliver its Acceptance Notice to Landlord before the close of business on the fifth within fifteen (5th15) full business day days after Tenant’s receipt of Landlord’s Offer (Purchase Notice, or if Tenant declines to purchase such ROFO Purchase Premises, then Tenant’s right to Purchase such ROFO Purchase Premises shall lapse and be null and void, and Landlord shall thereafter be free to sell such ROFO Purchase Premises to any third-party on the terms in the Landlord’s Purchase Notice; provided, however, that in no event Landlord shall Tenant’s First Offer Right apply thereafter have the right to make non-material modifications to the non-economic terms (iif any) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19Purchase Notice, and Tenant acknowledges that to reduce the purchase price contained therein by no more than 7.5%. If Landlord requires strict adherence proposes to the requirement that the Notice be timely made and in writing. (3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space sell such ROFO Purchase Premises to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect. (4) In in which the event that the First Offer Right purchase price is exercised by Tenant, as promptly as is practicable after its giving of the more than 7.5% lower than stated in Landlord’s Purchase Notice, then Landlord must again first offer to sell such ROFO Purchase Premises to Tenant shall order title and arrange for closing. Closing (the “Closing”) on Tenant’s purchase of the First Offer Space shall be held as close to the date of the Notice as is reasonable under the circumstances. Prior to the date of Closing, Landlord shall bear the risk of loss from condemnation, fire or other casualty but subject, nevertheless, to the terms of the Lease, as amended by this Amendment. At the Closing, Tenant shall pay to Landlord the total purchase price, in cash. All costs and expenses of transfer, preparation of deeds, title search, title insurance and all other costs associated accordance with the purchase terms, provisions and sale of the First Offer Space and/or incident to the Closing, shall be paid for by Tenant to the end that the Purchase Price shall be totally net to Landlord. (5) Landlord agrees to convey marketable title to the First Offer Space (including the easements and rights appurtenant thereto), by special warranty deed, free and clear of all monetary liens, subject, however, to all other matters of record with respect to the First Offer Space, and any liens or encumbrances created by Tenant during the term of this Lease. Such title shall be deemed marketable if insurable at standard rates by a recognized title insurance company licensed to do business in the State of Marylandprocedures set forth above. If Landlord cannot convey title as aforesaid, Landlord shall utilize Tenant timely delivers its reasonable efforts to cure such title defects within a reasonable period of time not to exceed one hundred eighty (180) days. Should the Landlord be unable, using its reasonable efforts, to cure such title defects within such one hundred eighty (180) day period, then Tenant may, by written notice Acceptance Notice to Landlord, elect to then Landlord and Tenant shall, within fifteen (i15) waive said title defects days thereafter, execute a mutually acceptable Purchase and proceed to ClosingSale Agreement, or (ii) terminate this First Offer Right. In upon the event that Tenant elects to terminate this First Offer Right as aforesaid, Landlord shall have no further liability to Tenant for such unremedied title defects. (6) Upon the completion of the purchase under this First Offer Right but not prior thereto (whether or not any delay terms and conditions set forth in the completion of or the failure Purchase Notice. The ROFO to complete such purchase shall be the fault of Landlord), Purchase set forth in this Lease and all obligations hereunder (including the obligation to pay Rent) shall terminate with respect Section is personal to the Leased Premisesoriginally named Tenant (and any Permitted Transferee) herein and may only be exercised by such Tenant or Permitted Transferee (and not by any other assignee, except with respect to obligations and liabilities subtenant or any transferee of Tenant, actual all or contingent, under this Lease which arose on or prior to such date of purchase, all of which obligations and liabilities shall survive such purchase. (7) If Tenant fails or refuses to purchase or pay for the First Offer Space in accordance with, and by the time required by this Section 19, then, Tenant shall have no further rights whatsoever under this Section 19, and the First Offer Right shall be terminated, null and void. In addition to the rights and remedies available to Landlord at law or in equity, Landlord shall have the right to enforce specific performance any portion of Tenant’s obligations to purchase and pay for the First Offer Space interest in accordance with this Rider. (8) This First Offer Right is personal to Tenant and shall not be separated from the Lease or transferred by the Premises) if such Tenant independently of or Permitted Transferee then itself occupies the leasehold interest without the prior written consent of Landlord, which consent of Landlord will be given solely within the discretion of Landlord. B. Notwithstanding any other provision of entire then-existing Premises leased pursuant to this Section 19, the following provisions shall apply Lease (except to the First Offer Right and extent a portion is vacant due to Tenant’s purchase, if any, of the First Offer Space: (1) a casualty or Tenant shall not be entitled to exercise the rights accorded to Tenant in this Section 19, unless on the date Tenant gives Landlord its Notice and on the date of Closing, Tenant is in possession of the Leased Premises and Tenant is not in default of this Leaseplanning or constructing alterations therein). (2) The First Offer Space shall be delivered to Tenant in “AS IS” condition, unless otherwise set forth in Landlord’s Offer. (3) Exercise of this First Offer Right shall not cause the Lease, as amended by this Amendment, to terminate.