Common use of Right of First Offer Clause in Contracts

Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).

Right of First Offer. In So long as (i) there then exists no Default of Tenant, (ii) the event a Member desires initially named Tenant pursuant to Transfer Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any part of its Interestspace within the Building for a period commencing on or after the Commencement Date, such Members Landlord shall so notify Tenant, and shall identify the space available (the “Selling Member”"Offered Space") shall first deliver a written notice (together with the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) rental rate and on such other terms and conditions as shall (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be set forth in available. Tenant may irrevocable elect to lease the First Offer. Within thirty Offered Space on the Terms by giving notice thereof to Landlord within five (305) days after its Tenant's receipt of notice from Landlord of the First Offer, the Selling Members shall either accept or reject the First OfferTerms. If the Selling Member accepts the First Offer, the Selling Member Tenant shall sell, and the Second Member shall purchase, have so elected to lease the Offered Interest at a closing Space, it shall enter into an amendment to be held at a time not later than sixty this Lease within ten (6010) days (or after it shall have received the same from Landlord, confirming the lease of such longer Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, if any, pending then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any necessary Regulatory Approval or removal all of Liens) after such Offered Space or any other space in the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order Building to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party or parties from time to purchase any portion time on such terms and conditions as it may deem appropriate, it being agreed that time is of the Offered Interest which essence with respect to the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all exercise of Tenant's rights under this Section. For purposes of the Selling Member’s equity and debt interest first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the Companydate of this Lease, or (iic) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a third party reasonably acceptable to the Selling Member to purchase any portion Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Offered Interest which Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offerpremises known as 000 Xxxxxxxx Xxxxxx, then the Selling Member shall have one hundred and twenty (120) days (or such longer periodXxxxxxxxx, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)XX.

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a Member desires to Transfer all biotechnology building or (y) Landlord or any part affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its Interestaffiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such Members building or facility (not to be less than 100,000 square feet or the “Selling Member”entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall first deliver have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt at least 100,000 square feet of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth space in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept building or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and at subject only to such location other modifications as may be mutually agreed uponreasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, at which time then Tenant shall have no further rights under this Section 1.3 with respect to the Offered Interest building or facility covered by such First Offer Notice and Landlord shall thereafter be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected to proceed with the financing leasing of such building or operation of the Company itself, against payment of the facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Price. In order Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to comply either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable respect to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or particular space covered by such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price Notice) and in all other respects upon terms Landlord shall thereafter be free to proceed with the further leasing of both such building and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject facility at any time and from time to all of the restrictions set forth in this Section 11.1(b)time without any further obligation to Tenant.

Right of First Offer. In Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the event a Member desires to Transfer all Tenant named herein has not assigned this Lease or sublet any part of its Interestthe Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such Members (space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “Selling Member”) available for lease” and Landlord desires to lease such space, Landlord shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notify Tenant. Xxxxxxxx’s notice shall specify identify the portion of the Selling Member’s Interest to be sold space available (the “Offered InterestSpace”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Within thirty Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (303) years on the Terms by delivering notice to Landlord within three (3) business days after its receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 11.1 Notice2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, the Second Member or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have the right no further rights under this section with respect to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at Space, and Landlord shall be free to lease any or all of such Offered Space to a price payable only in case (the “First Offer Price”) and third party or parties from time to time on such other terms and conditions as it may deem appropriate. Space shall not be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing deemed to be held at “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a time then existing tenant. Landlord shall not later than sixty (60) days (be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or such longer period, if any, pending other occupant of any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Space.

Right of First Offer. In Provided that no Event of Default has occurred under the event Lease, Landlord hereby grants Tenant a Member desires to Transfer all or any part of its Interest, such Members right (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 NoticeFirst Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other Member party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Second MemberEconomic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) which notice months of the Extended Term, Tenant shall specify not be required to provide any security deposit if (i) Tenant is not then otherwise required to provide any security deposit with respect to the then current Premises, and (ii) Tenant’s net worth at the time the First Right is exercised is not less than 90% of its net worth as of the date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the applicable First Right Space shall be for a term equal to the then unexpired portion of the Selling Member’s Interest to Term of the Lease and the Economic Terms shall be sold upon the same economic terms as the original Premises leased hereunder (including without limitation, the “Offered Interest”applicable Monthly Rate per square foot as set forth in Section II above). If Landlord intends to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the provisions of this Section VIII.D. Within thirty (30) 5 business days after its receipt of the Section 11.1 NoticeLandlord’s notice, the Second Member Tenant must give Landlord written notice pursuant to which Tenant shall have the right elect to offer to purchase (the “First Offer”i) lease all, but not less than all, of the Offered Interest at a price payable only space specified in case Landlord’s notice (the “First Offer PriceDesignated Space”) upon such Economic Terms and on such other terms and conditions the same non-Economic Terms as shall be set forth in this Lease; (ii) refuse to lease the First OfferDesignated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. Within thirty In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (30ii) days after above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its receipt of right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the First Offerforegoing, the Selling Members and Tenant shall either accept or reject the First Offerexecute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the Selling Member accepts other party may specifically enforce their respective rights hereunder, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Offer, Right shall be subject to those certain extension or expansion rights previously granted by Landlord to any third party tenant in the Selling Member shall sellBuilding, and the Second Member Landlord shall purchase, the Offered Interest at a closing in no event be obligated to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the initiate this First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order Right prior to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase leasing any portion of the Offered Interest which First Right Space to the purchasing Member has committed then-current occupant thereof. Tenant’s rights under this Section shall be personal to purchase hereunder if the Offered Interest constitutes all original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Selling MemberLease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s equity and debt interest in the Companyelection not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or (ii) a third party reasonably acceptable impair Tenant’s First Right with respect to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the other First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Right Space.

Right of First Offer. In 10.1 Provided Tenant is not then in default under the event terms, covenants and conditions of the Lease, as amended hereby, during the period commencing as of the date of this Amendment and ending August 15, 2013, Tenant shall have a Member desires to Transfer all or any part one time right of its Interest, such Members offer (the “Selling MemberOffer Right”) to lease each of the separately demised space on the first floor of Building A (as depicted on Exhibit C attached hereto) (each, an “Offer Space”) at such time as such Offer Space becomes Available (defined below). Tenant’s Offer Right shall first deliver a written notice be exercised as follows: at any time after Landlord has determined that the Offer Space has become Available (defined below), Landlord shall advise Tenant (the “Section 11.1 NoticeAdvice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest terms under which Landlord is prepared to be sold (lease such Offer Space to Tenant on the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First OfferAdvice, which terms shall reflect the Prevailing Market (hereinafter defined) rate for the Offer Space as reasonably determined by Landlord. Within thirty For purposes hereof, the Offer Space shall be deemed to become “Available” as follows: (30i) if the Offer Space is not under lease to a third party or otherwise occupied as of the date of mutual execution and delivery of this Amendment, the Offer Space shall be deemed to first become Available (A) at the time Landlord elects, in its sole discretion, to build spec suites in such Offer Space, or (B) prior to Landlord’s leasing of the Offer Space when Landlord has located a prospective tenant that may be interested in leasing the Offer Space; and (ii) thereafter, or if the Offer Space is under lease to a third party or otherwise occupied as of the date of mutual execution and delivery of this Amendment, the Offer Space shall be deemed to become Available when Landlord has determined that the third- party tenant of the Offer Space will not extend or renew the term of its lease, or enter into a new lease, for the Offer Space. Tenant may lease such Offer Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within five (5) days after its the date of Tenant’s receipt (or deemed receipt, per the notice provision of the First OfferLease) of the Advice, failing which Landlord may lease the Selling Members subject Offer Space to any third party on whatever basis Landlord desires, and Tenant shall either accept or reject the First Offerhave no further rights with respect to such subject Offer Space. If Tenant exercises its Offer Right for the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected Space in accordance with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in of this Section 10, effective as of the First Offer. If no date Landlord delivers the subject Offer Space, such sale occurs Offer Space shall automatically be included within such 120-day period (or longer period as described above), the Offered Interest shall again be Premises and subject to all the terms and conditions of the restrictions Lease, as amended hereby, except as set forth in this Section 11.1(b).Landlord’s notice and as follows:

Right of First Offer. In (a) Provided that this Lease is in full force and effect and that no default shall exist under this Lease (both at the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion time of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt exercise of the right(s) described in this Section 11.1 Notice40 and at the commencement of the term of any lease in respect of the Offer Space [as hereinafter defined]), the Second Member Tenant shall have the right (the "Right of First Offer") during the first three (3) years of this Lease to lease all or any portion of the area of the Building cross hatched on Exhibit A (the "Right of First Offer Space") as such area becomes available. The Right of First Offer is subject to any rights of other tenants in the Building in respect of the Right of First Offer Space and further subject to the right of Landlord to enter into extensions or renewals of leases in effect with any tenant on such floor following the expiration of its lease (whether or not an express renewal option is afforded to such tenant under the terms of its lease). If Landlord proposes to offer for lease all or any portion of the Right of First Offer Space, Landlord shall first furnish to purchase Tenant a notice (the “"First Offer”Offer Proposal") all, but not less than all, containing the Offered Interest at a price payable only material terms of the proposed lease in case respect of the applicable portions of the Right of First Offer Space (the “"Offer Space"), including without limitation (i) a floor plan of the Offer Space, (ii) annual fixed rent, (iii) any and all escalations or other charges, (iv) tenant concessions or other inducements, (v) the proposed effective date, and (vi) any other material terms which Landlord shall deem appropriate. Tenant shall have the option, exercisable by notice delivered to Landlord within five (5) days after Tenant's receipt of Landlord's First Offer Price”) and on Proposal, to lease the Offer Space upon such other terms and conditions as shall be set forth are contained in the First OfferOffer Proposal. Within thirty (30) days after its receipt If Tenant timely delivers to Landlord written notice of Tenant's exercise of the Right of First Offer for the Offer Space, then promptly thereafter the parties shall enter into a supplemental agreement to this Lease incorporating the Offer Space as part of the Premises. If Tenant declines or fails to timely exercise its Right of First Offer, Landlord shall thereafter be free to lease the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing Offer Space to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third third-party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable tenant without regard to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity restrictions contained in this Section 40 and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or on such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less as Landlord may decide in its sole discretion, provided, however, that the annual -------- ------- fixed rent and other material terms are not substantially more favorable than those specified in the First Offer. If no to any such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)prospective third party tenant.

Right of First Offer. In Tenant shall have the event a Member desires to Transfer all or any part one time right of its Interest, such Members first offer (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion Right of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) allwith respect to the 10,236 rentable square feet of space known as Suites 910, but not less than all930 and 950 (collectively, the Offered Interest “ROFO Space”) within the building located at a price payable only in case 0000 Xxxxxx Xxxxxx, Emeryville, California (the “ROFO Building”). Tenant’s Right of First Offer Priceshall be exercised as follows: at any time after Landlord has determined that the existing tenant in any ROFO Space will not extend or renew the term of its lease for such ROFO Space (but prior to leasing such ROFO Space to a party other than the existing tenant), Landlord shall deliver written notice to Tenant (the “ROFO Notice”) and on of the terms under which Landlord is prepared to lease the ROFO Space to Tenant, provided such other terms and conditions as shall be set forth a minimum term of five (5) years commencing as of the day immediately following the Extended Expiration Date, and shall reflect the Prevailing Market (hereinafter defined) rate for such ROFO Space as reasonably determined by Landlord. Tenant may lease such ROFO Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the First Offer. Within thirty “Notice of Exercise”) within ten (3010) days after its receipt the date of the First OfferROFO Notice, the Selling Members except that Tenant shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or have no such longer period, if any, pending any necessary Regulatory Approval or removal Right of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed uponLandlord need not provide Tenant with a ROFO Notice, at which time if Tenant is not permitted to exercise the Offered Interest shall be deliveredsame pursuant to Section 7.f. below, free and clear of all Liens which may have been imposed on or if Tenant does not intend to use the Offered Interest and are not connected with ROFO Space for Tenant’s exclusive use during the financing Extended Term, or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest existing tenant in the Company, ROFO Space is interested in extending or (ii) renewing its lease for the ROFO Space or entering into a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or new lease for such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)ROFO Space.

Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”a) shall first deliver a written notice (the “Section 11.1 Notice”) Subject to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as set forth herein, Tenant shall have an on-going right of first offer (the "Right of First Offer") with respect to any office space contiguous to the Leased Premises on any floor in the Building on which the Leased Premises is located and on any office space immediately adjacent to any floor on which the Tenant leases at least 2/3rd of the floor's Usable Square Feet (any portion of such space or collectively, the "Offering Space"). Tenant's Right of First Offer shall be set forth exercised as follows: at any time after Landlord has determined that an existing tenant in the First OfferOffering Space will not extend or renew the term of its lease for the Offering Space (but prior to leasing such Offering Space to a party other than the existing tenant), Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is prepared to lease the Offering Space to Tenant, including without limitation the term of any such lease, which terms shall reflect the Prevailing Market rate for such Offering Space as reasonably determined by Landlord. Within thirty Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (30the "Notice of Exercise") within five (5) business days after its receipt the date of the First OfferAdvice, the Selling Members except that Tenant shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or have no such longer period, if any, pending any necessary Regulatory Approval or removal Right of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed uponLandlord need not provide Tenant with an Advice, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate if: (i) a third party to purchase Tenant is in default under the Lease beyond any portion of applicable cure periods at the Offered Interest which time that Landlord would otherwise deliver the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, Advice; or (ii) a third party reasonably acceptable the Lease has been assigned (other than to an Affiliate) prior to the Selling Member to purchase any portion of date Landlord would otherwise deliver the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than Advice; or (iii) Tenant is not occupying all of the Selling Member’s equity and debt interest Leased Premises on the date Landlord would otherwise deliver the Advice; or (iv) the Offering Space is not intended for the exclusive use of Tenant during the Lease Term; or (v) the existing tenant in the CompanyOffering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space. If Tenant's Right of First Offer shall expire on the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale first day of the Offered Interest at a price per share in cash greater than twenty-fourth (24th) month prior to the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in date on which the First Offer. If no such sale occurs within such 120-day period (or longer period Lease Term is to expire, as described it may be extended pursuant to Section 3.5 above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).

Right of First Offer. In Provided that Tenant is not then in default beyond applicable grace and cure periods as provided for under this Lease, if any space contiguous to the event a Member desires to Transfer all or any part Premises becomes vacant and available for lease by Landlord during the Term hereof, Landlord shall promptly advise Tenant of its Interest, such Members fact in writing (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Landlord’s Space Notice”) and shall negotiate in good faith with Tenant to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest lease such space to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects Tenant upon terms and conditions no less favorable than those specified that Landlord is offering other comparable space in the Park (“Right of First Offer”). If In the event that Landlord and Tenant are not able, for any reason, to agree on the terms within 15 business days after Landlord’s Space Notice has been delivered to Tenant, Landlord shall be free to rent such space to whomever Landlord wishes and on whatever terms it desires, and Tenant shall have no further rights under this Right of First Offer unless and until the space has been leased to a third party and subsequently vacated by the third party, in which event Landlord shall promptly provide Landlord’s Space Notice again and the foregoing procedure shall be repeated until the end of the Lease Term. In the event that Landlord and Tenant do agree upon terms and conditions for such sale occurs within space, Landlord and Tenant shall promptly execute an amendment to the Lease to incorporate such 120-day period (or longer period space. Landlord may show the subject space to and work with potential tenants at any time regarding the space, so long as Landlord has given Tenant the opportunity to exercise its Right of First Offer as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Section.

Right of First Offer. In Commencing ninety (90) days after the date hereof (“ROFO Trigger Date”) and continuing throughout the entire Lease Term, Tenant shall have an ongoing (subject to the terms hereof) right of first offer to Lease space contiguous to the Premises located on the eighth (8th) floor of the Building (“First Offer Space”); provided, however, that in the event Landlord enters into a Member desires lease for space on the eighth (8th) floor of the Building with a third party on or before the ROFO Trigger Date, then such thirty party tenant shall be deemed to Transfer be a ROFO Superior right and Tenant’s right of first offer shall be subject and subordinate to the rights of such third party tenant. Notwithstanding the foregoing (i) such first offer right of Tenant shall become effective only following the expiration or earlier termination of any existing lease pertaining to the First Offer Space, including any renewal or extension of such existing or future lease, whether or not such renewal or extension is pursuant to an express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, and (ii) Tenant’s first offer right shall be subordinate and secondary to all currently existing rights of expansion, first refusal, first offer or similar rights previously granted to (A) the tenants of any part existing leases and (B) any other tenant of its Interest, such Members the Project (the “Selling Member”rights described in items (i) shall first deliver a written notice and (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest ii), above to be sold (the known collectively as “Offered InterestROFO Superior Rights”). Within thirty (30) days after its receipt Tenant’s right of first offer shall be on the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)1.4. As of the date of this Lease, Landlord acknowledges and agrees that no ROFO Superior Rights exist.

Right of First Offer. In Landlord hereby grants to the event a Member desires to Transfer all or any part of its Interest, such Members Tenant originally named in this Lease (the “Selling MemberOriginal Tenant”) shall a one-time right of first deliver a written notice offer (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion Right of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) allwith respect to (i) that certain space on the third (3rd) floor of the Building containing approximately 6,657 rentable square feet known as Suite 300 and depicted on Exhibit G-1 attached hereto, but not less than all, and (ii) that certain space on the Offered Interest at a price payable only in case third (3rd) floor of the Building containing approximately 5,113 rentable square feet known as Suite 302 and depicted on Exhibit G-2 attached hereto (the “First Offer PriceSpace”) and on such other terms and conditions as shall be set forth in ), subject to this Section 1.3. Notwithstanding the First Offer. Within thirty (30) days after its receipt of the First Offerforegoing, the Selling Members Right of First Offer shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing commence with respect to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance portion of the First Offer and at Space only following the expiration or sooner termination of any then-existing lease of such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment portion of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable Space entered into by Landlord prior to the Selling Member date of this Lease (including renewals, and irrespective of whether any such renewal is pursuant to purchase any portion an express written provision in such tenant’s lease or whether such renewal is effectuated by a lease amendment or a new lease of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price Space, and such Right of First Offer shall be subordinate to all rights with respect to the First Offer Space which are set forth in leases of space in the Building entered into by Landlord prior to the date of this Lease), including any renewal, extension or expansion rights (including, but not limited to, must-take, right of first offer, right of first negotiation, right of first refusal, expansion option and other similar rights) set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease (all other respects upon such tenants under such leases are collectively referred to herein as the “Superior Right Holders”). Tenant’s Right of First Offer shall be on the terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)1.3.

Right of First Offer. In During the event a Member desires to Transfer all or any part period of its Interest, such Members time (the “Selling MemberFirst Offer Period”) commencing on the date of the full execution of this Lease and continuing until the Lease Expiration Date, as may be extended pursuant to the Lease Extension Addendum attached hereto as Exhibit F (subject, however, to the limitations set forth hereinbelow), Tenant shall have a continuing right of first deliver a written notice offer (the “Section 11.1 NoticeRight of First Offer”) to lease any space in the Building which is other Member than the Premises (the “Second MemberROFO Space”), when such applicable ROFO Space becomes available for lease, as determined by Landlord and described hereinbelow. For purposes hereof, the applicable ROFO Space shall become available for lease to Tenant immediately prior to the first (1st) which notice shall specify the time Landlord intends to submit to a third party (other than an existing tenant or affiliate leasing such ROFO Space, or portion thereof) a bona fide proposal or letter of the Selling Member’s Interest intent to be sold lease such ROFO Space (the “Offered InterestThird Party Proposal”). Within thirty Notwithstanding the foregoing to the contrary: (30a) days after its receipt Tenant’s Right of First Offer shall be subject and subordinate to all expansion, first offer and similar rights currently set forth in any lease for space in the Building or the Complex which has been executed as of the Section 11.1 Noticedate of execution of this Lease (the “ROFO Space Superior Rights”); (b) Tenant shall have no such Right of First Offer during the last eighteen (18) months of the initial Term of this Lease (and the First Offer Period shall be shortened to be the day immediately preceding such 18-month period) unless either (i) as of the date Landlord delivers to Tenant Landlord’s First Offer Notice (as defined below), Tenant has previously properly exercised its Renewal Option to extend the Second Member initial Term of this Lease for the entire Renewal Premises for the Option Term (as defined in and pursuant to the Lease Extension Addendum), or (ii) if Landlord’s First Offer Notice is delivered to Tenant on or before the Exercise Date (as defined in the Lease Extension Addendum), then concurrently with Tenant’s delivery of Tenant’s Election Notice (as defined below) exercising such Right of First Offer, Tenant delivers to Landlord Tenant’s Exercise Notice properly exercising such Renewal Option to extend the initial Term of this Lease for the entire Renewal Premises for the Option Term pursuant to the Lease Extension Addendum (which Tenant shall have the right to offer to purchase (do notwithstanding the “First Offer”) all, but not less than all, the Offered time frames for delivery of Tenant’s Interest at a price payable only in case (the “First Offer Price”) Notice and on such other terms and conditions as shall be Exercise Notice set forth in the Lease Extension Addendum); and (c) Tenant shall have no such Right of First Offer. Within thirty Offer in any event during the last two (302) days after its receipt years of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer periodOption Term, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)applicable.

Right of First Offer. In If there is no continuing Event of Default by Tenant and the event a Member desires to Transfer Tenant is occupying the Premises and has not otherwise assigned or sublet all or any part portion of its Interestthe Leased Premises, such Members then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Selling MemberSuite”) shall first deliver a written notice (the “Section 11.1 Notice”) located adjacent to the other Member (the “Second Member”) which notice shall specify the portion Premises. Commencing upon execution of the Selling Member’s Interest Lease and expiring twenty-four (24) months prior to be sold the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (the “Offered Interest”). Within thirty (3010) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its receipt election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the Section 11.1 NoticeROFO shall be null and void. Should Landlord receive an offer to lease the Suite, the Second Member Landlord shall notify Tenant, and Tenant shall have the right to offer to purchase (lease the “First Offer”) allSuite on the same terms as the Premises, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt with alignment of the First Offer, Suite lease terms with the Selling Members shall either accept or reject the First OfferPremises lease terms. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal [The rest of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed this page intentionally left blank. Signatures on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).next page]

Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) a. i. Subject to the other Member provisions of this Article, Lessee shall have the option to lease from Lessor space on the east wing of the second (2nd) floor as shown on the “Second Member”attached floor plan, ("Additional Space") which notice shall specify at the expiration of the existing space lease(s) for such Additional Space, or to the extent any portion of the Selling Member’s Interest to be sold (Additional Space is presently vacant, at the “Offered Interest”). Within thirty (30) days after its receipt expiration of the Section 11.1 Noticeinitial lease for such vacant space. If the Term of this Lease shall be in full force and effect on the expiration or termination date of the existing space lease(s) or initial space lease, as the Second Member case may be, for the Additional Space, subject to Lessor's right to renew such lease(s), and the date upon which Lessee shall exercise the option hereinafter referred to, Lessee shall have the right option to offer to purchase (the “First Offer”) lease all, but not less than allall of the Additional Space on an as-is basis, provided Lessee gives Lessor written notice of such election within fifteen (15) business days after Lessee shall receive Lessor's notice that such Additional Space is available for leasing to Lessee. If Lessee fails or refuses to exercise this option within the Offered Interest at a price time period set forth above (TIME BEING OF THE ESSENCE), then and in such event Lessee shall have no further rights under this Section with respect to such Additional Space. If Lessee shall elect to lease said Additional Space: (v) said Additional Space shall be deemed incorporated within and part of the Premises on the date that Lessor shall notify Lessee that such Additional Space is ready for occupancy by Lessee and shall expire on the Expiration Date of this Lease, (x) the Fixed Basic Rent payable only under this Lease shall be increased by an amount such that during the balance of the term of this Lease the Fixed Basic Rent for said Additional Space shall be the then fair market rent for the Additional Space, as determined in case the manner set forth in clause (the “First Offer Price”ii) below, (y) Lessee's Percentage Share shall be proportionately increased, and on such (z) all other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions provisions set forth in this Section 11.1(b)Lease shall apply, except that Lessor not be required to perform any work with respect to said Additional Space. The parties shall promptly execute an amendment of this Lease confirming Lessee's election to lease said Additional Space and the incorporation of said Additional Space into the Premises.

Right of First Offer. In no event shall Landlord, during the initial Term of the Lease, decide to lease space, agree to lease or offer to lease space that becomes available in the Building, unless Landlord first affords Tenant an opportunity to lease such area in accordance with the provisions of this Exhibit "J" and only after written notice to Tenant. Upon receipt of such notice from Landlord, and provided further that there does not then exist an uncured, continuing Event of Default under this Lease, then Tenant shall have the one-time right to lease any such space, on an "as is" basis, by giving notice to Landlord to such effect within sixty (60) days after Tenant's receipt of Landlord's notice of such availability. If such notice is not so timely given by Tenant, then Landlord shall be free to lease the subject space on whatever terms and conditions as Landlord desires at any time after the expiration of said sixty (60) day period. The non-exercise by Tenant of its rights under this Exhibit "J" as to any one offer, shall be deemed to waive Tenant's rights of first offer as to any offers or space availability within the Building, as the parties acknowledge and agree that this is a one-time right of first offer only. In the event that Tenant exercises its right of first offer to lease such rentable space in the Building when it becomes available, then Landlord and Tenant hereby agree that they shall enter into a Member desires mutually acceptable amendment to Transfer all or any this Lease, specifying that such rentable area is a part of the Premises under this Lease and demising said premises to Tenant pursuant to the same terms and conditions contained in this Lease, with the exception that as part of such amendment, and as a condition of Tenant's right to exercise its Interestright of first offer for any such space Tenant shall agree to and such amendment shall reflect (i) that the Rent for such space shall be as set forth in Section 1.1 of this Lease, such Members as amended by this Amendment, specifically excluding the $ 18.50 per square foot Fixed Rent from the Expansion Date to September 30, 2007 (the “Selling Member”Expansion Space as defined in this Amendment) including the current tax and operating base of $7.37 per square foot included within said Rent, and (ii) that Tenant's right to lease such new rentable space shall first deliver a written notice (be for the “Section 11.1 Notice”) then remaining Term under the Lease. Such amendment shall also contain other appropriate terms and provisions relating to the other Member (addition of such rentable space to this Lease, and as mutually agreed upon by the “Second Member”) which notice parties, and shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within signed by Tenant within thirty (30) days after its of receipt of the Section 11.1 Noticeproposed amendment from the Landlord in the form as hereinabove required. Notwithstanding anything to the contrary in this Exhibit "J", if Tenant notifies Landlord of its election to lease such available rentable space in the Second Member Building which was the subject of Landlord's notice and then fails to execute and deliver the required amendment to this Lease once the same has been mutually agreed upon by Landlord and Tenant in accordance with this Exhibit "J", then (i) Tenant shall be deemed to have waived its rights under this Exhibit "J", (ii) Landlord shall have the unrestricted right to lease such space to any third party upon any terms as it desires, and (iii) Tenant's right of first offer hereunder shall automatically terminate and be of no further and effect. The recording by the Landlord of an affidavit to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as effect shall be set forth conclusive evidence of the termination or waiver of Tenant's right of first offer option hereunder. Otherwise, if the Landlord and Tenant, each acting reasonably and in the First Offer. Within good faith, fail to agree on a mutually agreeable form of amendment to this Lease within said thirty (30) days after its day period upon receipt of the First OfferLandlord's proposed form of amendment, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offerunless such date is extended by mutual agreement of both parties hereto, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or then such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest failure shall be delivered, free and clear treated as a non-exercise by Tenant of all Liens which may have been imposed on the Offered Interest and are not connected its right of first offer in accordance with the financing or operation first paragraph of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Exhibit "J".

Right of First Offer. In 11.1.1 Notwithstanding anything contained in this Lease to the event a Member desires contrary, provided that (i) no Event of Default by Tenant has occurred under this Lease, and (ii) the Tenant is Ionis Pharmaceuticals, Inc., or its affiliate, if Landlord intends to Transfer all offer the Premises (or any part portion thereof) for sale to an unaffiliated third party, Landlord shall promptly notify Tenant of its Interest, such Members the same in writing (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Offer Notice”) to and indicate the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be upon which Lxxxxxxx is willing to accept for the sale of the Premises to a third party. Tenant may elect to purchase the Premises (or portion thereof) on the terms and conditions set forth in the First Offer. Within thirty Offer Notice by notifying Landlord in writing (30the “Election Notice”) of its election no later than fifteen (15) days after its receipt of the First OfferOffer Notice, which notice shall be accompanied by the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sellOption Deposit (defined herein), and the Second Member sale of the Premises shall purchase, be consummated pursuant to the Offered Interest at terms hereof on a closing to be held at a time not later than date (the “Closing Date”) within sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at Election Notice, such location as may date to be mutually agreed upon, at which time upon by Landlord or Txxxxx. In the Offered Interest shall be delivered, free and clear event of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation any of the Company itself, against payment following: (x) Tenant fails to deliver the Election Notice or the Option Deposit to Landlord on or before the expiration of the First Offer Price. In order 15-day period set forth above, (y) Tenant fails to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion close on its acquisition of the Offered Interest which Premises on or before the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the CompanyClosing Date, or (iiz) a third party reasonably acceptable Landlord provides an Offer Notice to the Selling Member Tenant and Tenant does not exercise its right to purchase any portion of the Offered Interest which the purchasing Member has committed Premises, then in each case Tenant shall be deemed to have waived its right to purchase hereunder if the Offered Interest constitutes less than all Premises and thereafter Tenant’s rights under this Article 11 shall be null and void and of the Selling Member’s equity and debt interest in the Companyno further force or effect. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).The term “

Right of First Offer. In the event a Member If Westaim desires to Transfer sell all or any part substantially all of its Interestassets used to manufacture and supply Product to S&N under this Agreement, such Members including without limitation assignment of this Agreement, (the “Selling MemberManufacturing Assets”) ), Westaim shall first deliver a give written notice (the “Section 11.1 Transfer Notice”) to S&N of that desire. The Transfer Notice shall describe the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest Manufacturing Assets in sufficient detail to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right permit S&N to make an informed decision regarding whether to offer to purchase the Manufacturing Assets and on what terms. During the [***] (the “First Negotiation Period”) immediately following the date the Transfer Notice is given, Westaim and S&N shall in good faith negotiate the sale and purchase of the Manufacturing Assets by Westaim to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the Manufacturing Assets, it shall forthwith advise Westaim of such determination in writing, and Westaim shall be free to sell the Manufacturing Assets to any other Person on any terms at any time, and the provision of this Section 12.6 shall have no further application. If during the Negotiation Period Westaim and S&N reach an agreement concerning the sale and purchase of the Manufacturing Assets and such sale and purchase transaction is completed, the provisions of this Section 12.6 shall have no further application. If Westaim and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Manufacturing Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) allto purchase the Manufacturing Assets, but which offer shall be maintained in confidence by Westaim. If S&N does not less than allmake the S&N Offer by the expiry of the Negotiation Period, Westaim shall be free to sell the Offered Interest Manufacturing Assets to any other person on any terms at any time, and the provisions of this Section 12.6 shall have no further application. The S&N Offer shall be in writing and shall indicate the offered price (“S&N Purchase Price”) for the purchase of the Manufacturing Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Westaim for a price payable only in case period (the “First Offer PriceTransfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of the Negotiation Period. The S&N Offer shall specify a closing date (the “Transfer Closing Date”) for the sale and on such other terms and conditions as purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be set forth paid in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed cash by S&N on the Offered Interest and are not connected with Transfer Closing Date. During the financing Transfer Period, Westaim shall have the option of either selling the Manufacturing Assets to S&N pursuant to the S&N Offer or operation of selling the Company itself, against payment of the First Offer Price. In order Manufacturing Assets to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion on terms no less favourable than the terms of the Offered Interest which S&N Offer, having regard for both the purchasing Member has committed to purchase hereunder if S&N Purchase Price and the Offered Interest constitutes all S&N Purchase Terms. During the [***] (the “Free Transfer Period”) following the later of the Selling Member’s equity and debt interest in expiry of the CompanyTransfer Period, or (ii) the date it determined that the sale pursuant to an accepted S&N Offer will not close for any reason other than the default of Westaim, Westaim shall be entitled to sell the Manufacturing Assets to a third party reasonably acceptable on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. Any transfer of the Manufacturing Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions of this Section 12.6 and the other terms, provisions and conditions of this Agreement, shall be null, void and of no force or effect. The provisions of this Section 12.6 shall not apply to the Selling Member to purchase any portion transfer of the Offered Interest which Manufacturing Assets to a transferee that is an Affiliate of Westaim; provided that the purchasing Member has committed Affiliate agrees to purchase hereunder if be bound by the Offered Interest constitutes less than all terms of this Section 12.6. Any assignment of this Agreement to a third party as a part of the Selling Member’s equity and debt interest in transfer of the Company. If Manufacturing Assets pursuant to this Section 12.6, whether as a result of S&N not making the Selling Member rejects S&N Offer by the expiry of the Negotiation Period or does not timely accept as a result of Westaim selling the First Manufacturing Assets to a third party during the Free Transfer Period on terms no less favourable than the S&N Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required be considered an assignment to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale a permitted assignee for purposes of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)12.5.

Right of First Offer. After the Building is fully leased, and so long as this Lease remains in full force and effect without any default by Tenant beyond the applicable grace period, Tenant shall have a one-time right of first offer, pursuant and subject to the following terms and conditions, to lease (i) the remainder of the second floor of the Building (currently leased to 908 Devices), (ii) 37,500 square feet of the first floor of the Building located below the Premises or (iii) at Tenant’s election, both such spaces (collectively, the “Available Space”); provided that, the Available Space shall be lab capable for a wet laboratory use similar to Tenant’s Permitted Use. In the event a Member that Landlord desires to Transfer all lease any Available Space other than to its then current tenant or occupant (if any) or any part other party presently entitled pursuant to a written agreement to lease such Available Space, Landlord shall first make a written offer to lease such Available Space to Tenant, stating the Fixed Rent that Landlord will accept and all other material terms and conditions of its Interestthe proposed lease. Tenant may lease such Available Space by accepting Landlord’s offer in writing within fifteen (15) business days after notice of such offer has been given by Landlord to Tenant or, such Members if later, fifteen (15) business days after determination of the Fair Market Value rent (hereinafter referred to as the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered InterestResponse Deadline”). Within thirty (30) days after its receipt of the Section 11.1 NoticeIf Tenant does not so accept such offer, the Second Member Landlord shall have the right be free to offer lease such Available Space to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and any third party on such other terms and conditions as Landlord may elect, in which case Tenant shall have no further recourse with respect to such Available Space; provided that, if Landlord desires to enter into a lease for the Available Space that is at a rental rate which would be less than 95% of the net effective rent offered to Tenant, Landlord shall be set forth required to re-offer the Available Space to Tenant in accordance with the First Offer. Within thirty (30) days after its receipt provisions of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and this Section 2.3 at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)lower net effective rent.

Right of First Offer. In A. From and after the event first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in Building E, Tenant’s Right of First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in this Article 38. Provided Tenant is not then in Default, Tenant shall have a Member desires to Transfer all or any part one-time right of its Interest, such Members offer (the “Selling MemberOffer Right”) to lease space located in Building E (provided that in no event shall first deliver a written notice such space consist of less than one full floor of Building E) (the “Section 11.1 NoticePotential Offer Space”) to at such time as such Potential Offer Space becomes Available (defined below). Tenant’s Offer Right shall be exercised as follows: at any time after Landlord has determined that the other Member Offer Space has become Available (defined below), Landlord shall advise Tenant (the “Second MemberAdvice”) which notice shall specify the portion of the Selling Member’s Interest terms under which Landlord is prepared to be sold (lease the “Offered Interest”). Within thirty (30) days after its receipt of Offer Space to Tenant on the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First OfferAdvice, which terms shall reflect the Prevailing Market Rate for the Offer Space as reasonably determined by Landlord. Within thirty (30) days after its receipt of the First OfferFor purposes hereof, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First an Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Space shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order deemed to comply with applicable regulatory requirements, the purchasing Member may designate become “Available” as follows: (i) if the Offer Space is not under lease to a third party to purchase any portion as of the Offered Interest which Effective Date, the purchasing Member has committed Offer Space shall be deemed to purchase hereunder if the Offered Interest constitutes all first become Available if, after Landlord’s first leasing of the Selling MemberOffer Space following the date of this Lease is mutually executed and delivered but prior to Landlord’s equity next leasing of the Offer Space (other than to the existing tenant) Landlord has located a prospective tenant (other than the existing tenant) that may be interested in leasing the Offer Space; and debt interest in the Company, or (ii) thereafter, or if the Offer Space is under lease to a third party reasonably acceptable to the Selling Member to purchase any portion as of the Offered Interest which date of mutual execution and delivery of this Lease, the purchasing Member Offer Space shall be deemed to become Available when Landlord has committed to purchase hereunder if determined that the Offered Interest constitutes less than all third-party tenant of the Selling Member’s equity Offer Space will not extend or renew the term of its lease, or enter into a new lease, for the Offer Space. Tenant may lease such Offer Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within five (5) Business Days after the date of the Advice, failing which Landlord may lease the subject Offer Space to any third party on whatever basis Landlord desires, and debt interest in the CompanyTenant shall have no further rights with respect to such subject Offer Space. If Tenant exercises its Offer Right for the Selling Member rejects or does not timely accept Offer Space in accordance with the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in of this Article 38, effective as of the First Offer. If no date Landlord delivers the subject Offer Space, such sale occurs Offer Space shall automatically be included within such 120-day period (or longer period as described above), the Offered Interest shall again be Premises and subject to all the terms and conditions of the restrictions this Lease, except as set forth in this Section 11.1(b).Landlord’s notice and as follows:

Right of First Offer. In Landlord hereby grants to the event a Member desires to Transfer all or any part of its Interest, such Members original Tenant set forth in this Lease (the “Selling MemberOriginal Tenant”) shall and any Permitted Transferee Assignee (as that term is defined in Section 14.8 below), a one-time right of first deliver a written notice offer (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion Right of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) allwith respect to approximately 85,591 rentable square feet of space located on the fourth (4th) floor of the Xxxxx Street Building (the “Fourth Floor First Offer Space”) and approximately 16,801 rentable square feet of space on the fifth (5th) floor of the Xxxxx Street Building (the “Fifth Floor First Offer Space”), but that has not less than allpreviously been leased by Tenant (collectively, the Offered Interest at a price payable only in case (the “First Offer PriceSpace”) and ), which First Offer Space is depicted on such other Exhibit A-2 attached hereto, on the terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b1.2. Notwithstanding the foregoing, such first offer right of Tenant shall commence only following the expiration or earlier termination of the existing leases of the First Offer Space (including renewals of any such lease, which are currently set forth in such lease, but regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease or exercised strictly in accordance with the terms set forth in such lease). Such right of first offer shall be subordinate to all rights of other tenants of the Project, which rights relate to the First Offer Space and are set forth in leases of space in the Project existing as of the date hereof, including, without limitation, any expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (the “Superior Rights”). Notwithstanding any contrary provision in the lease of any Superior Right Holder, such rights of any Superior Right Holder shall continue to be Superior Rights in the event that such Superior Right Holder’s lease is renewed or otherwise modified (and irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). All such tenants of the First Offer Space, and all such third party tenants in the Project holding Superior Rights, are collectively referred to as the “Superior Right Holders”. As of the date of this Lease, the only Superior Right Holder is Dropbox, Inc. Tenant’s right of first offer shall be on the terms and conditions set forth in this Section 1.2.

Right of First Offer. In The first time Landlord intends to commence what Landlord reasonably believes to be serious negotiations with a third party for the event a Member desires to Transfer all or any part leasing of its Interest, such Members the space shown in EXHIBIT "A" and designated as the Expansion Space (the “Selling Member”"Expansion Space") then Landlord shall first deliver a written give Tenant notice (the “Section 11.1 "Landlord's Notice”") to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as of such proposed leasing. If Tenant fails to notify Landlord within three (3) business days from the date of Landlord's Notice that Tenant wishes to lease the Expansion Space on such terms and conditions, Tenant shall have waived any and all rights it may have under this paragraph with respect to the Expansion Space. If Tenant notifies Landlord within three (3) business days from the date of Landlord's Notice that Tenant accepts such terms and conditions, then Tenant shall be set forth deemed to have leased the Expansion Space on such terms and conditions, except that the Base Rent, Operating Expenses, and Additional Rent to be paid for the Expansion Space shall never be less than those amounts paid under this Lease, per square foot. Landlord shall be entitled to use its then standard lease form for the Building, or amend this Lease in such manner as is consistent with such terms and conditions. Tenant shall not be deemed to have effectively exercised its right to lease the First Offer. Within thirty (30Expansion Space unless Tenant .(i) days after its receipt is in possession of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Premises and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer in good standing under this Lease and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable has not have defaulted under this Lease prior to such exercise. The expansion space shall be co-terminus with the Selling Member to purchase any portion remainder of the Offered Interest which lease term. This right of first offer can only be exercised once each time the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Expansion space becomes available for lease.

Right of First Offer. In the event a Member (i) the Owner Participant desires to Transfer directly or indirectly sell, lease, convey or otherwise transfer some or all of its Lessor Membership Interest (other than to an Affiliate of the Owner Participant or while a Lease Event of Default is continuing) or (ii) the Owner Lessor desires (or the Owner Participant desires to cause Owner Lessor) directly or indirectly to sell, lease, convey or otherwise transfer some or all of the Owner Lessor's Interest, in each case prior to the expiration of the Facility Lease Term then, if and only if as a result of such proposed sale or sales less than 50.1% of (i) the ownership interests of the Owner Lessor and each Other Owner Lessor (together, the "TOTAL OWNER LESSOR INTERESTS") or (ii) the Owner Lessor's Interest and the Other Owner Lessor's Interests (together, the "TOTAL FACILITY OWNERSHIP INTERESTS") would be held by GECC or Persons who are Affiliates of GECC, then the Owner Participant or the Owner Lessor, as the case may be, must first offer to sell such Lessor Membership Interest or such Owner Lessor's Interest, as the case may be, to Xxxxx City on the terms and conditions set forth in this SECTION 14.1. Such offer shall be made to the Facility Lessee in the form of a proposed term sheet, which proposed term sheet shall include an outline of the price and of all of the material terms, conditions and provisions upon which the Owner Participant or the Owner Lessor, as the case may be, would be willing to transfer such Lessor Membership Interest or such Owner Lessor's Interest, as the case may be, or any part thereof. Xxxxx City will thereafter have the right within a period of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days from and after the receipt by the Facility Lessee of such proposed term sheet to notify the Owner Participant or Owner Lessor, as the case may be, of its receipt of the Section 11.1 Notice, the Second Member shall have the irrevocable intent to exercise its right to offer to purchase (the “First Offer”) all, but not less than all, of the Offered Lessor Membership Interests or Owner Lessor's Interest at a price payable only being offered hereunder. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it shall within 60 days of such notice purchase, and the Owner Participant or Owner Lessor, as the case (may be, shall sell, the “First Offer Price”) and Lessor Membership Interest or the Owner Lessor's Interest, as the case may be, on such other the same terms and conditions as the offer giving rise to such right (except that the Owner Participant shall not be required to make any representations to the Facility Lessee with respect to matters regarding the Facility (even though such representations are being made to a potential third party purchaser) other than a warranty as to the absence of Owner Participant Liens). If the Facility Lessee does not give such notice to the Owner Participant or Owner Lessor, as the case may be, within the thirty (30) day period or does not purchase the Lessor Membership Interest or the Owner Lessor's Interest, as the case may be, within 60 days of such notice, the Owner Participant or Owner Lessor, as the case may be, will be free to so sell, lease, convey or otherwise transfer such Lessor Membership Interest or such Owner Lessor's Interest, as the case may be, or a portion thereof, at a price no less than the price set forth in the First Offer. Within thirty (30) days after its receipt of the First Offerproposed term sheet and on terms and conditions, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offertaken as a whole, the Selling Member shall sellthat, and the Second Member shall purchaseother than in an immaterial respect, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable no less favorable to the Selling Member to purchase any portion of Owner Participant or Owner Lessor, as the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offercase may be, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).the proposed term sheet. In the event that the terms or conditions are revised in any way that the price is reduced or any

Right of First Offer. In Commencing as of the event a Member desires to Transfer all or any part of its InterestLease Commencement Date and continuing throughout the Lease Term (including the Option Term(s), such Members if applicable) Tenant shall have continuing (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) subject to the other Member terms hereof) right of first offer with respect to (i) that certain space located on the “Second Member”first (1st) which notice shall specify the portion floor of the Selling Member’s Interest to be sold Building containing approximately 5,316 rentable and 4,664 usable square feet and commonly known as Suite 100, (ii) that certain space located on the “Offered Interest”first (1st) floor of the Building containing approximately 1,588 rentable and 1,393 usable square feet and commonly known as Suite 120, and (iii) that certain space located on the first (1st) floor of the Building containing approximately 1,819 rentable and 1,596 usable square feet and commonly known as Suite 130 (collectively, the "First Offer Space"). Within thirty Notwithstanding the foregoing (30i) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance lease term for Tenant's lease of the First Offer and at Space pursuant to Tenant's exercise of such location as may be mutually agreed upon, at which time first offer right of Tenant shall commence only following the Offered Interest shall be delivered, free and clear expiration or earlier termination of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of (A) those existing lease pertaining to the First Offer Price. In order to comply with applicable regulatory requirementsSpace, true and correct listing of which are attached hereto as Exhibit F (the "Existing Leases"), and (B) if the First Offer Space is vacant as of the date of this Lease, the purchasing Member may designate first lease pertaining to the First Offer Space entered into by Landlord after the date of this Lease (i) a third party collectively, the "Superior Leases"), including any renewal or extension of any such existing or future lease, whether or not such renewal or extension is pursuant to purchase an express written provision in such lease, and regardless of whether any portion of the Offered Interest which the purchasing Member has committed such renewal or extension is consummated pursuant to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity lease amendment or new lease, and debt interest in the Company, or (ii) a third party reasonably acceptable such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to the Selling Member to purchase any portion tenants of the Offered Interest which Superior Leases (the purchasing Member has committed rights described above to purchase hereunder if be known collectively as "Superior Rights"). Tenant's right of first offer shall be on the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)1.4.

Right of First Offer. In (a) Provided that no Event of Default has occurred and is continuing and subject to the event provisions of this Paragraph 39, Tenant shall have a Member desires right of first offer as described in this Paragraph 39 with respect to Transfer all any sale or transfer of the Premises, or any part interest therein, to any person or entity; provided, however, said right of its Interestfirst offer shall not apply to any Excluded Transaction as provided in Section 39(e) below. If Landlord intends to offer for sale the Premises, such Members or any interest therein, to any party (the “Selling Member”) other than in connection with an Excluded Transaction), Landlord shall first deliver to Tenant a written notice (constituting an offer) stating the “Section 11.1 Notice”sales price and all other material terms for the sale of the Premises (or such interest) to the other Member that Landlord would accept (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”"FIRST OFFER"). Within Tenant shall have thirty (30) days after (the "ACCEPTANCE PERIOD") from its receipt of the Section 11.1 NoticeFirst Offer to accept, by written notice to Landlord, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but . Landlord may not less than all, revoke the Offered Interest at a price payable only in case (the “First Offer Price”during the Acceptance Period. If Tenant accepts the First Offer for the Premises, Tenant must enter into a purchase agreement with Landlord for the purchase and sale of the Premises by the later of (i) and the expiration of the Acceptance Period or (ii) fifteen (15) days after Tenant has irrevocably accepted the First Offer by written notice to Landlord as provided above. The purchase agreement for the sale of the Premises shall provide for closing on such other the terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt Landlord and Tenant agree to negotiate any purchase agreement in good faith. The failure of Tenant to accept the First Offer by written notice to Landlord within the Acceptance Period as provided above shall constitute rejection by Tenant of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).

Right of First Offer. In If at any time during the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion term of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt Lease before July 1, 2027, space in Suite 330 of the Section 11.1 NoticeBuilding consisting of approximately 747 rentable feet (as shown on Exhibit A) is available for lease or is about to become available for lease (such space shall not be deemed available for lease if it is subject to any currently existing options (i.e., existing as of the Second Member shall have time of this Amendment of existing tenants of the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”Building) and on so long as Tenant is not in default of the Lease, Landlord shall notify Tenant of the availability of such other space and the terms, upon which Landlord is willing to lease such space to Tenant (which terms and conditions as shall be substantially consistent with the terms of the Lease, provided the Base Rent payable with respect to such space shall be the same as that set forth in the First Offertables above applicable to Suite 320 (including the rate and the schedule)). Within thirty Tenant shall have ten (3010) business days after its receipt of the First Offer, the Selling Members shall either to accept or reject the First OfferLandlord’s offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing Tenant fails to be held at a time not later than sixty accept Xxxxxxxx’s offer within such ten (6010) days (or such longer business day period, if any, pending Landlord shall thereafter be free to lease such space any necessary Regulatory Approval or removal time during the term of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, this Lease free and clear of all Liens which may have been imposed on the Offered Interest any rights of Tenant. The right of first offer contained herein shall be a one-time only right, not apply to any renewal or extension of an existing lease (even if such lease does not contain an automatic extension right) and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable shall be personal to the Selling Member entity executing this Amendment as Tenant, and is not transferable to purchase any portion of other assignee or subtenant under the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Lease.

Right of First Offer. In If at any time during the event a Member desires to Transfer all Term of the Lease, adjacent space on the second (2nd) or any part third (3rd) floor of its Interest, such Members the Building (the “Selling Member”"First Offer Space") is available for lease or is about to become available for lease (such space shall first deliver a written notice not be deemed available for lease if it is currently subject to any existing options or rights of existing tenants of the Building) and so long as Tenant is not in default of this Lease, Landlord shall notify Tenant of the availability of such space (the “Section 11.1 Notice”"Offer Space"). Tenant shall have five (5) business days to accept Landlord's offer. Such right of first offer is a one (1) time only right with respect to the other Member (Offer Space. If Tenant elects to lease the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 NoticeOffer Space, the Second Member terms of such lease shall have be the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other same terms and conditions as of this Lease except, (i) Base Rent shall be the rate Tenant is paying at the time of the exercise of the right of first offer (including three percent (3%) annual increases; (ii) Tenant shall accept the Offer Space in its "as-is" condition and Landlord shall not be required to perform any improvements to the Offer Space or provide any allowance therefor; and (iii) the term of the lease with respect to the entire Premises (including the Offer Space) following Tenant's exercise of the right of first offer shall be, at Tenant's election: (1) unchanged such that the Term of the Lease with respect to the entire Premises shall expire on the Expiration Date, in which case the Base Rent payable by Tenant for the Offer Space shall be increased by One and 00/100 Dollar ($1.00) per rentable square foot per year from that set forth in the First Offer. Within thirty clause (30i) days after its receipt of the First Offer, the Selling Members shall either accept above; or reject the First Offer(2) extended by no less than four (4) years (with any longer extension to be subject to Landlord's reasonable approval). If the Selling Member accepts Term of the First OfferLease is extended pursuant to clause (iii)(2) above, the Selling Member Base Rent for such extended term shall sell, and the Second Member shall purchase, the Offered Interest at a closing increase by three percent (3%) each year. If Tenant fails to be held at a time not later than sixty accept Xxxxxxxx's offer within such five (605) days (or such longer business day period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Landlord shall be delivered, free to lease the Offer Space any time during the term of this Lease free and clear of all Liens which may have been imposed on the Offered Interest any rights of Tenant. The right of first offer contained herein shall not apply to any renewal or extension of an existing lease (even if such lease does not contain an automatic extension right) and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable shall be personal to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period entity executing this Lease as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)tenant.

Right of First Offer. In At any time during the event a Member desires Term hereof (the “First Offer Period”), Landlord agrees to Transfer offer Tenant, from time to time, all or any part of its Interest, such Members the seventh (the “Selling Member”7th) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion floor of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case Building (the “First Offer PriceSpace”) and which becomes “available for lease” (as hereinafter defined) during the First Offer Period, on such other the terms and conditions as hereinafter set forth. The First Offer Space shall be set forth in deemed to be “available for lease” at such time as Landlord is actively pursuing bona fide third party prospective tenants for the First Offer. Within thirty (30) days after its receipt Offer Space; provided that in all instances, the First Offer Space that is “available for lease” shall be subject to the rights of the First Offer, the Selling Members shall either accept or reject existing tenants occupying the First OfferOffer Space. If the Selling Member accepts Landlord shall not be deemed to have made the First Offer, Offer Space available for leasing by consulting with potential tenants or brokers in order to attempt to determine the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance prevailing market rate of the First Offer and at such location Space nor shall this Section 3.03 prohibit Landlord from entering into negotiations with prospective tenants for the First Offer Space so long as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected Landlord complies with the financing or operation provisions of this Section 3.03 prior to executing a lease for the First Offer Space to a prospective third party tenant. When the First Offer Space becomes available for lease, Landlord shall give Tenant written notice of (y) the prevailing market rate (as defined below) and (z) if applicable, the prevailing market construction allowance (as defined below). Within fifteen (15) days after Landlord's written notice, time being of the Company itselfessence, against payment Tenant shall give written notice to Landlord of whether or not Tenant desires to lease the First Offer Space. If less than the entire i 11 floor of the First Offer PriceSpace becomes available, Tenant will only have the right to lease that part of the First Offer Space that becomes available. In order If the entire 7th floor of the First Offer Space becomes available, Tenant may elect to comply with applicable regulatory requirementslease either (a) all of the First Offer Space, or (b) only that part of the purchasing Member may designate First Office Space shown as “Space A” on Exhibit G attached hereto, or (c) only that part of the First Office Space shown as “Space B” on Exhibit G attached hereto. If (i) a third party Tenant elects not to purchase any portion of exercise its right to lease the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the CompanyFirst Offer Space, or (ii) Tenant fails to give Landlord written notice of its exercise within said fifteen (15) day period, then Landlord may thereafter lease the First Offer Space to a third party reasonably acceptable at such rental and subject to such terms as it may choose, without further notice to Tenant and free of any right of Tenant. If Tenant timely elects to exercise its right to lease all or the Selling Member to purchase any portion part of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all First Offer Space identified in (a)-(c) above, but does not agree with Landlord's determination of the Selling Member’s equity prevailing market rate and/or the prevailing market construction allowance, then Landlord and debt interest Tenant shall negotiate, in good faith, to mutually agree on the Companyprevailing market rate and/or the prevailing market construction allowance. If Landlord and Tenant are unable to mutually agree on the prevailing market rate and/or the prevailing market construction allowance within ten (10) days of Landlord's receipt of Tenant's exercise its right to lease the First Offer Space, then both Tenant and Landlord shall mutually select a third party Illinois real estate leasing broker (the “Third Party Broker”) familiar with the Loop office market to determine said the prevailing market rate and/or the prevailing market construction allowance. If the Selling Member rejects or does not timely accept the First Offerparties are unable to mutually agree on said Third Party Broker, then both Tenant and Landlord shall each select an Illinois real estate leasing broker familiar with the Selling Member Loop office market and the two brokers shall have one hundred then select the Third Party Broker to make such determination. The Third Broker's determination of the prevailing market rate and/or the prevailing market construction allowance shall be conclusive and twenty (120) days (or such longer periodbinding on both Tenant and Landlord hereunder. Each party shall pay the costs and expenses, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate of their broker and the sale cost of the Offered Interest at a price per share in cash greater than Third Broker shall be shared equally between Tenant and Landlord. If Tenant timely elects to exercise its right to lease the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in Space (i) the First Offer. If no such sale occurs within such 120-day period lease (or longer period as described above)Lease amendment) for such First Offer Space shall be executed by Tenant, (ii) the Offered Interest shall again be subject to all term of the restrictions set forth in this Section 11.1(b).lease for such First Offer Space shall commence on a date to be negotiated between Landlord and Tenant, (iii) the rental

Right of First Offer. As long as Tenant has not been in default during the Term of the Lease and is not in default under the Lease at the time of its exercise of this right, and so long as this right is exercised in connection with an expansion of Tenant's Premises and for no other purpose, and subject to the prior rights of any other tenant in the Building, Landlord hereby grants to Tenant a one-time right of first offer on the terms and conditions contained in this paragraph to lease the 6,717 square feet in Suite P when it becomes available and is not subject to the rights of any other tenant (the "Offer Space"). The rent for such Space shall be the same rate Tenant is then paying for the Premises, as escalated. Such lease shall be coterminous with the lease for the existing Premises and if such Term is then less than three (3) Lease Years, the Term for the existing Premises and the Offer Space shall be extended so that it will expire at least three (3) Lease Years from the commencement date of Tenant's lease of the Offer Space. Landlord shall also provide Tenant with a tenant improvement allowance in the amount equal to the proportionate amount with respect to the Lease Term remaining for improvements to the Offer Space. In the event a Member desires the Offer Space becomes available for lease during the Term, Landlord shall give notice thereof to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) Tenant which notice shall specify contain the portion foregoing terms to lease the Offer Space. Within five (5) business days of such notice, time being of the Selling Member’s Interest essence, Tenant shall give Landlord notice that it either does or does not wish to be sold lease the Offer Space or if Tenant fails to give Landlord notice of its desires respecting the Offer Space within the foregoing required five (the “Offered Interest”). Within thirty (305) days after its receipt of the Section 11.1 Noticebusiness day period, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as then Landlord shall be set forth in entitled to proceed to market and/or lease the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at Offer Space to a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, third party free and clear of Tenant's right to first offer and such right shall be deemed terminated in all Liens respects and Tenant shall have no further rights of first offer. In the event Tenant gives Landlord a notice as required in the preceding paragraph that it wishes to lease the Offer Space, then Landlord and Tenant shall have twenty (20) days from the date of the notice within which may have been imposed to amend this Lease by adding the Offer Space on the Offered Interest terms and are not connected with conditions contained in Landlord's notice. In the financing or operation event Landlord and Tenant fail to sign such amendment to this Lease, using good faith efforts, within said twenty (20) day period, time being of the Company itselfessence, against payment of then Landlord shall be entitled to proceed to market and/or lease the First Offer Price. In order Space to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party free and clear of such right and such right shall be deemed terminated in all respects. Once Landlord has made the offer to purchase Tenant to lease any portion Offer Space during the Term, whether or not Tenant leases such space, this right of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes first offer shall automatically terminate in all of the Selling Member’s equity respects and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member Tenant shall have one hundred and twenty (120) days (or such longer period, if any, required no further rights of first offer with respect to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First other Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Space.

Right of First Offer. In If Tenant has taken occupancy and has built out all of the Remainder Space and the Third Floor Premises, and if no uncured event of default by Tenant has occurred under the Lease, and if Landlord is prepared to enter into negotiations with a Member desires third party for the lease of certain specific space in the Building containing 5,000 rentable square feet or more, then Landlord shall be obligated to Transfer all or any part of its Interestoffer, in writing, such Members space for lease to Tenant by notice to Tenant on terms and conditions, which, taken as a whole, are no less favorable to Landlord than the terms and conditions upon which Landlord is prepared to lease such space to such third party (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling MemberLandlord’s Interest to be sold (the “Offered InterestOffer”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member Tenant shall have seven (7) calendar days following the date of receipt by Tenant of Landlord’s Offer in which to respond, in writing, to Landlord’s Offer (a failure by Tenant to respond to Landlord’s Offer, in writing, within such time period being deemed a rejection of Landlord’s Offer by Tenant). If Tenant accepts Landlord’s Offer, then Landlord and Tenant shall enter into an amendment to the Lease containing the terms and provisions of Landlord’s Offer. If Tenant rejects or is deemed to have rejected Landlord’s Offer, then Tenant’s right of first offer shall lapse and become void, and Landlord shall thereafter be free to offer to purchase (lease and to lease such space to a third party, without any obligation to offer such space to Tenant; provided, however, that if such space remains unleased on the “First first anniversary of the date on which Landlord receives or is deemed to have received Tenant’s rejection of Landlord’s Offer”) all, but not less than allthen, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as once again, Landlord shall be obligated to offer such space to Tenant as hereinabove set forth forth. The foregoing right of Tenant is a right of first offer, and not a right of first refusal, and shall be applicable only to space in the First Offer. Within thirty (30) days after its receipt Building as it exists as of the date of this First Offer, the Selling Members shall either accept Amendment and not to space in any future addition to or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance expansion of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Building.

Right of First Offer. In The following language is hereby added as a new paragraph in Article 34: "Provided that this Lease is in full force and effect and Tenant is not in default hereunder, Tenant shall have a one-time right of first offer on any space on the event 4th floor of the Building in accordance with this paragraph. Prior to leasing any space on the 4th floor of the Building ("4,h Floor ROFO Space"), Landlord shall notify Tenant in writing, which notice (a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”"4,h Floor ROFO Notice") shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion contain all of the Selling Member’s Interest material conditions under which Landlord is prepared to be sold lease the 4th Floor ROFO Space to Tenant. Tenant shall have fifteen (the “Offered Interest”). Within thirty (3015) days after its Business Days from receipt of the Section 11.1 a 4,h Floor ROFO Notice, time being of the Second Member essence, to advise Landlord, in writing, that it has elected to lease such 4lh Floor ROFO Space. If Tenant so notifies Landlord, then Landlord and Tenant shall have enter into an amendment of this Lease that incorporates the right to offer to purchase (4lh Floor ROFO Space in question into the “First Offer”) allPremises, but not less than all, on the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer4,h Floor ROFO Notice. Within thirty If Tenant fails to timely exercise its right of first offer, then it shall have no further rights under this paragraph as to that 4,h Floor ROFO Space. If Tenant exercises on a timely basis but thereafter fails to execute and deliver to Landlord die amendment to this Lease within fifteen (3015) days after its receipt from Landlord, then at Landlord's option, Tenant's exercise shall be void and Tenant shall thereupon have no further rights under this paragraph with respect to that 4,h Floor ROFO Space." 10. Security Deposit. Article 31 of the First OfferLease is hereby amended as follows: (a) The amount of the Security Deposit is hereby increased to $167,209.98. Tenant shall deposit with Landlord $83,604.99 upon execution of this Amendment so that the full amount of the Security Deposit is posted. (b) The last paragraph of Article 31 is hereby amended to provide that if the decrease in the amount of the Security Deposit contemplated therein occurs, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance reduced amount of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Security Deposit shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price$111,473.32. In order to comply with applicable regulatory requirements, the purchasing Member may designate C Uscrs\mmccorthy\AppDala\Locn! Microsoft Windows INctCache\Conlcnl Oullook\XR20N9G6\First Amendment 12.20.17 (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).clean).docx

Right of First Offer. In If Tenant is not in default under the event a Member desires Lease beyond any grace or cure period, as may be applicable, Tenant shall have one time Right of First Offer to Transfer all or lease Suite 800, which is contiguous to Suite 808 and marked on Exhibit "A" and any part or all of the 7th floor space, and other space in the building ("Expansion Space"), during the Lease Term as the space becomes available, subject to any encumbrances which may exist at the time this Lease Agreement is signed or at the time the space becomes available, at Market Rent, as defined below. The Landlord shall offer such space to Tenant when it becomes available and Tenant shall exercise its right under this paragraph by giving written notice to Landlord of its Interest, such Members exercise of this right and acceptance of Landlord's offer not later than twenty (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (3020) days after following its receipt of the Section 11.1 NoticeLandlord's offer. Expansion Space shall be deemed available when it is vacant and broom clean and not subject to any tenant rights other than Tenant's right herein. Upon exercise of Tenant's right under this paragraph, the Second Member parties shall have execute an amendment to the Lease whereby the Expansion Space shall be included in the definition of the "Premises" under the Lease and shall be subject to the terms of Landlord's offer accepted by Tenant. If not accepted, Tenant's right under this paragraph shall terminate as to offer the offered space, except that, if Tenant does not exercise its right hereunder only because the. parties were unable to purchase (agree on the “First Offer”) allMarket Rent, but not Tenant's right hereunder shall continue if Landlord markets the Expansion Space to third parties at less than all, 95% of the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as Market Rent offered to Tenant. Market Rent shall be set forth defined as the rental rate which is equal to the' prevailing market rent for properties similar to the Building in quality, size, location and use in Miami Florida on the First Offer. Within thirty (30) days after its receipt date of the exercise of the Right of First Offer, taking into account size and location of the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First OfferPremises, the Selling Member shall sellany rent concessions, moving concessions, tenant allowances, and brokerage commissions prevailing in the Second Member shall purchasemarket at such time, as well as Tenant's creditworthiness, length of the Offered Interest at a closing term, and extent of services provided or to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal provided. Tenant's Flight of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear limited to a total area of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation Expansion Space of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest 31,638 square feet in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member Building and shall automatically terminate when size has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)been reached.

Right of First Offer. In the event a Member Landlord desires to Transfer all or any part sell its fee estate in the entire Premise and provided that no Event of its InterestDefault has occurred under this Lease that has not been cured by Tenant, such Members Tenant shall have a one time (subject to the “Selling Member”repeat provision set forth below) right of first offer to purchase the Premises ("Right of First Offer"). The Right of First Offer shall first deliver a operate in the following manner: (i) Landlord shall provide written notice (to Tenant that Landlord desires to sell its fee estate in the “Section 11.1 Notice”) to the other Member (the “Second Member”) entire Premises, which notice shall specify include the portion price and other material terms applicable to Landlord's offer to sell the Premises (the "Notice of Offer"); (ii) Tenant shall have fifteen (15) days to notify Landlord whether Tenant elects to purchase the Premises under the exact terms contained in the Notice of Offer, and Tenant's failure to respond during such fifteen (15) day period constitutes Tenant's waiver of its Right of First Offer; and (iii) if Tenant has waived its Right of First Offer, then Landlord may offer to sell the Premises to third parties provided that the terms offered to third parties are not materially different from those contained in the Notice of Offer, the selling price is no less than eighty-five percent (85%) of the Selling Member’s Interest price contained in the Notice of Offer and a purchase agreement is executed within one (1) year of the Notice of Offer. If Landlord offers the Premises to third parties and the terms are materially different from those contained in the Notice of Offer or the selling price is less than eighty-five percent (85%) of the price contained in the Notice of Offer, then Landlord must repeat the Right of First Offer procedure outlined above. In the event Tenant elects to purchase the Premises in accordance with the terms of the Notice of Offer, the purchase price as set forth in the Notice of Offer shall be sold (the “Offered Interest”). Within paid by Tenant to Landlord in cash, within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s Tenant's acceptance of the Notice of Offer terms. Further, in the event that Tenant has waived its one time (subject to the repeat provision set forth above) Right of First Offer and at such location as may be mutually agreed uponupon Landlord's request, at which time the Offered Interest Tenant shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate provide within five (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (1205) days (or such longer period, if any, required of Landlord's request a written statement to obtain Landlord and any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).third parties designated by Landlord that Tenant waived its

Right of First Offer. In Landlord hereby grants to Tenant a one-time right of first offer during the event a Member desires initial Term with respect to Transfer all or any part of its Interest, such Members (Suite 204 on the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion second 2nd floor of the Selling Member’s Interest to be sold Project as outlined on Exhibit “A-1” attached hereto and made a part hereof (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer PriceSpace”); provided, however, such right of first offer shall only be effective if Tenant has timely delivered its Notice of Exercise (as defined in subparagraph (b)(ii) below) in accordance with the provisions of this Section 32. Notwithstanding the foregoing, (i) such first offer right of Tenant shall commence only following the expiration or earlier termination of (A) any existing lease pertaining to the First Offer Space, and (B) as to any First Offer Space which is vacant as of the date of this Lease, the first lease pertaining to any portion of such First Offer Space entered into by Landlord after the date of this Lease (collectively, the “Superior Leases”), including any renewal of such existing or future lease, whether or not such renewal is pursuant to an express written provision in such lease, and regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease, (ii) such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to (A) the tenants of the Superior Leases and (B) any other tenant of the Project prior to the date of this Lease (the rights described in items (i) and (ii), above to be known collectively as “Superior Rights”), and (iii) such right of first offer shall not be triggered by the lease of space in the Project by Landlord to an existing tenant in the Project in connection with the relocation of such existing tenant’s premises in the Project. Tenant’s right of first offer shall be on such other the terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)32.

Right of First Offer. (a) In the event that the premises presently occupied by Mormac Marine and located adjacent to the Demised Premises on the seventh (7th) floor of the Building as outlined on the floor plan annexed hereto as Exhibit A-1 and hereby made a Member desires to Transfer all or any part of its Interest, such Members hereof (the “Selling MemberAdjacent Premises”) becomes vacant and available for lease, then, so long as Tenant is not in default under this Lease, Landlord shall first deliver a written notice notify Tenant of the availability of the Adjacent Premises (the “Section 11.1 Landlord’s Notice”) ), provided that Landlord shall not be liable to the other Member Tenant for any costs, expenses, damages or liabilities which are or may be incurred by Tenant by reason of Landlord’s unintentional failure to an notify Tenant. Tenant shalt have a period of five (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (305) days after its receipt of Landlord’s Notice in which to notify Landlord that Tenant will lease the Section 11.1 Adjacent Premises pursuant to the terms of this Article 59 (“Tenant’s Notice”), the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt time being of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected essence with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject respect to all of Tenant’s obligations hereunder. This Right of First Offer shall not apply during the restrictions set forth in last two (2) years of the initial term of this Section 11.1(b)Lease or during the last two (2) years of any renewal term unless Tenant shall have exercised the next available renewal option.

Right of First Offer. In (a) If any stockholder who is not a party to the event Stockholders Agreement (a Member desires “Selling Stockholder”) wishes to Transfer transfer all or any part portion of its Interestor his shares of stock to any person other than to a Permitted Transferee (a “Third Party Purchaser”), such Members (Selling Stockholder shall offer such shares of stock to the “Selling Member”) shall first deliver a corporation, by sending written notice (the an “Section 11.1 Offering Notice”) to the other Member corporation, which shall state (i) the “Second Member”) which notice shall specify the portion number of the Selling Member’s Interest shares of stock proposed to be sold transferred (the “Offered InterestSecurities”); (ii) the proposed purchase price per share of stock for the Offered Securities (the “Offer Price”); and (iii) the other material terms and conditions of such sale. Within thirty (30) Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived or shall have expired. For a period of 30 days after its receipt the giving of the Section 11.1 NoticeOffering Notice (the “Option Period”), the Second Member corporation shall have the right to offer right, but not the obligation, to purchase (the “First OfferPurchase Right”) all, but not less than all, all of the Offered Interest Securities at a purchase price payable only in case (equal to the “First Offer Price”) Price and on such other upon the terms and conditions as shall be set forth in the First OfferOffering Notice. Within thirty (30) days after its receipt The Purchase Right shall be exercisable by delivering written notice of the First Offerexercise thereof, prior to the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance expiration of the First Offer and at such location as may be mutually agreed uponOption Period, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion Stockholder. The failure of the Offered Interest which corporation to provide notice to the purchasing Member has committed Selling Stockholder within the Option Period shall be deemed to purchase hereunder if the Offered Interest constitutes less than all be a waiver of the Selling Member’s equity and debt interest in Purchase Right. The corporation may waive its rights hereunder prior to the Company. If expiration of the Option Period by giving written notice to the Selling Member rejects or does not timely accept Stockholder. The corporation may also assign the First Offer, then Purchase Right to any person designated by the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale Board of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Directors.

Right of First Offer. In 61.1. At any time that there remains at least four (4) years in the Term, including during any exercised Renewal Periods, (provided, however, that the rights set forth in this Article 61 during a Renewal Period shall only be applicable if Tenant is occupying eighty percent (80%) or more of the Rentable Area of the Centerpointe I Building), and provided Tenant is not in default of any of the terms and conditions in this Lease, Tenant shall have the rights of first offer set forth in this Article with respect to any space in the Centerpointe II Building that becomes available following (or in anticipation of) the vacation of such space by any tenant, provided that the space is not as of the date of this Lease under any previous options or rights of first offer or first negotiations to any other tenant (or its assignee or sublessee) of the Centerpointe II Building (the "First Offer Space"). First Offer Space shall not include any space which was not previously leased to and occupied by another tenant. Gin the event a Member desires that Landlord shall propose to Transfer all actively market or lease any part of its Interest, such Members (the “Selling Member”) First Offer Space to prospective tenants' then Landlord shall first deliver a give written notice (the “Section 11.1 "Offer Notice”") to Tenant notifying Tenant of such intention and designating the First Offer Space which Landlord intends to so market or lease and specifying in good faith the Base Rent, Additional Rent, escalations, tenant concessions and other Member terms and the date on which Landlord would require Tenant or the prospective tenant to occupy such First offer Space (each such date shall herein be defined as a "Scheduled Commencement Date") Upon the “Second Member”giving of an Offer Notice by Landlord, Tenant shall thereupon have an option (a "Right of First Offer"), exercisable by notice (an "Acceptance Notice") which notice shall specify the portion of the Selling Member’s Interest given to be sold Landlord not later than ten (the “Offered Interest”). Within thirty (3010) business days after its the receipt of the Section 11.1 Offer Notice, to lease the Second Member designated First Offer Space on the terms and conditions specified below in this Article. If the First Offer Space shall be for a term which is not coterminus with the Term of this Lease, Landlord's Offer Notice shall also include the terms and conditions upon which Landlord would lease the First Offer Space for a term that is coterminus with the Term, and Tenant shall elect in its Acceptance Notice whether Tenant shall lease the First Offer Space for a coterminus term upon such terms and conditions or for the term that Landlord had otherwise been marketing for the First Offer Space. In the event Tenant does not exercise its option as aforesaid for any First Offer Space as to which Tenant receives an Offer Notice from Landlord, then Landlord shall have the right to offer enter into a lease with respect to purchase such designated First Offer Space (the “First Offer”) allon terms substantially similar to, but not and at a net effective base rental which is no less than all95% of, the Offered Interest at terms of the Offer Notice) with another tenant during the period which is twelve (12) months after the date of Landlord's Offer Notice. If Landlord enters into a price payable only in case (the “lease with another tenant for First Offer Price”) and on Space as aforesaid, at the end of the term of any such other lease, Tenant's rights of first offer shall be reinstated for the remainder of the Term of this Lease as to such space, subject to the terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)herein stated.

Right of First Offer. In Provided that (a) there is no ongoing Event of Default, and (b) Ocular Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the event entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the then current Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a Member desires to Transfer all new lease with the same tenant even if no extension or any part of its Interestrenewal rights are contained in the then current lease), such Members Tenant shall have a one-time right (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion Right of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, to lease approximately 18,417 rentable square feet of space in the Offered Interest at a price payable only in case 36 Xxxxxx Building located directly across the main lobby from the 36 Xxxxxx Premises as shown on Exhibit E attached hereto (the “Right of First Offer PriceSpace”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and on such other the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Landlord’s notice and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).follows:

Right of First Offer. In So long as no Event of Default then exists under this Lease, then subject to (a) the event a Member desires terms, provisions and conditions of this Section 1.5, and (b) the existing (as of the Effective Date) rights of Icon Clinical Research, Inc. (which is the other tenant in the Building as of the Effective Date), or its successors or assigns under its lease, Tenant will have the first right to Transfer all or be offered by Landlord the opportunity to lease any part additional office space in the Building (“First Offer Space”). If at any time during the Term, Landlord intends to enter into negotiations for the lease of its Interestany First Offer Space (“Available Space”), such Members (the “Selling Member”) shall first Landlord will deliver a written notice thereof to Tenant (the “Section 11.1 Available Space Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days 10 Business Days after Landlord’s delivery of any Available Space Notice, Tenant will deliver, if at all, its receipt written notice to Landlord that Tenant desires to enter into negotiations for its lease of the Available Space (“First Offer Election Notice”). If Tenant fails to deliver the First Offer Election Notice to Landlord within such 10-Business Day period, then Tenant will be conclusively deemed to have elected not to exercise its rights hereunder with respect to the Available Space, and (subject to the proviso at the end of this sentence) all of Tenant’s rights and all of Landlord’s obligations hereunder with respect to the Available Space will automatically terminate and be of no further force or effect; provided, however, that if following any such election (or deemed election) by Tenant not to exercise its rights under this Section 11.1 1.5 as to any Available Space, Landlord leases the Available Space to a person or entity other than Tenant, and the lease with such other tenant expires or otherwise terminates (including, without limitation, the expiration or other termination of all extension or renewal rights granted to such other tenant) prior to the expiration or earlier termination of the Term of this Lease, then Landlord, prior to offering such Available Space for lease to any other person or entity, will again offer the same to Tenant for lease as provided above in this Section 1.5, in which event Tenant’s rights under this Section 1.5 will again apply to such Available Space. Following Tenant’s timely delivery of its First Offer Election Notice, the Second Member shall have the right Landlord and Tenant will, diligently and in good faith, negotiate an amendment to offer this Lease with respect to purchase (the “First Offer”) Tenant’s lease of all, but and not less than all, of the Offered Interest Available Space at a price payable only in case (fair market rental rate and otherwise for the “First Offer Price”) and on such other terms and conditions inclusion of the Available Space as shall be set forth in part of the First OfferPremises under this Lease. Within thirty (30) If by the date which is 60 days after its receipt Landlord’s delivery of the First OfferAvailable Space Notice, Landlord and Tenant have not executed and entered into a binding written amendment as provided in this Section 1.5, then all of Tenant’s rights and all of Landlord’s obligations under this Section 1.5 with respect to the Selling Members shall either accept Available Space will automatically terminate and be of no further force or reject effect (subject to the First Offerproviso at the end of the fourth sentence of this Section 1.5). If Anything in this Section 1.5 or elsewhere in this Lease to the Selling Member accepts contrary notwithstanding, Landlord will be under no obligation to construct any improvements within or with respect to the First OfferAvailable Space. The purpose of this Section 1.5 is to provide notice to Tenant so that Tenant may be in a position to offer to lease any Available Space prior to others, and, anything in this Section 1.5 to the Selling Member shall sellcontrary notwithstanding, and the Second Member shall purchase, the Offered Interest at a closing nothing in this Section 1.5 will be deemed to be held at a right of first refusal. At any time not later than sixty (60) within 10 days (or such longer periodafter Landlord’s request therefor, if anyTenant will, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed uponwithout charge, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party certify by written instrument reasonably acceptable to the Selling Member Landlord and Tenant, whether Landlord has fulfilled its obligations under this Section 1.5 and whether Tenant has any further rights hereunder, or if Tenant believes, in good faith, that Landlord has not fulfilled one or more of its obligations hereunder, a written summary thereof. Tenant’s rights under this Section 1.5 are personal to purchase Tenant and may not be assigned or transferred in any portion of the Offered Interest manner except in connection with an approved Transfer (or a Transfer or Permitted Transfer which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120require Landlord approval) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)under Article 13.

Right of First Offer. In (a) Prior to consummating any Asset Purchase, Asset Sale, or Joint Venture (a “Transaction”), Manager shall give written notice to Lessee of such Transaction, including a reasonable description of the event a Member desires to Transfer all or any part of its Interest, such Members material terms thereof (the “Selling MemberTransaction Notice”). Lessee shall have fifteen (15) shall first deliver a written notice days after receipt of the Transaction Notice (the “Section 11.1 NoticeExercise Period”) to elect, (A) in the other Member (the “Second Member”) which notice shall specify the portion case of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Noticean Asset Sale by Manager, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, one hundred percent (100%) of the Offered Interest at a price payable only in case (Target Asset on substantially the “First Offer Price”) and on such other same terms and conditions as shall be set forth in the First Offerapplicable Transaction Notice, or (B) in the case of a Joint Venture, to participate with Manager in such Joint Venture in equal shares or interests, subject to substantially the same terms and conditions applicable to Manager in such Joint Venture, and/or to participate as any JV Counterparty therein on substantially the same terms as set forth in such Transaction Notice. Within thirty If prior to the end of the Exercise Period, Lessee elects to participate in such Transaction as provided in the previous sentence, then Manager and Lessee shall negotiate the terms of a definitive agreement(s) governing the Transaction for not greater than forty-five (3045) days after its receipt following the end of the First OfferExercise Period (the “Negotiation Period”); provided, however, that the Selling Members Negotiation Period shall either accept be extended for the length of time necessary to account for any delays in executing any definitive agreement caused by circumstances outside the reasonable control of Lessee, including, without limitation, delays caused by or reject the First Offerattributable to Manager, any third party or any government rule or regulation. If following the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance expiration of the First Offer and at such location as may be mutually agreed uponNegotiation Period, at which time no definitive agreement has been executed with respect to the Offered Interest Transaction, Manager shall be deliveredentitled, free and clear of all Liens which may have been imposed on without Lessee’s participation, to consummate the Offered Interest and are not connected Transaction with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of on substantially the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon same terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in the Transaction Notice for a period of one (1) year following the expiration of the Negotiation Period. If such Transaction is not consummated within such one (1) year period, the rights of Lessee pursuant to this Section 11.1(b).13.2 shall be reinstated with respect to such Transaction. For purposes of this Section 13.2, “Lessee” shall include any Affiliate thereof. For purposes of this Section 13.2, the following terms shall have the respective meanings set forth below:

Right of First Offer. In Landlord hereby grants to the event a Member desires to Transfer all or any part of its Interest, such Members originally named Tenant herein (the “Selling MemberOriginal Tenant”) shall first deliver a written notice (the “Section 11.1 Notice”) or an assignee permitted or approved pursuant to the other Member terms of or Article 14 of this Lease (a “Permitted Assignee”), as the “Second Member”) which notice shall specify the portion case may be, a one-time right of first offer with respect to all of the Selling Member’s Interest to be sold 4,980 rentable square feet of space located on the eleventh (the “Offered Interest”). Within thirty (3011th) days after its receipt floor of the Section 11.1 Notice, Building other than the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case Premises (the “First Offer PriceSpace”) and on such other terms and conditions ), as shall be more particularly set forth in on Exhibit A-1, attached hereto. Notwithstanding the First Offer. Within thirty (30) days after its receipt foregoing, Tenant’s first offer right shall commence only following the expiration or earlier termination of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) initial leasing after the Selling Member’s acceptance date hereof of the First Offer and at Space (including any renewal of any such location as may be mutually lease, irrespective of whether any such renewal is initially set forth in such lease or is subsequently granted or agreed upon, at which time the Offered Interest and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). In addition, such right of first offer shall be delivered, free and clear subordinate to all rights of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation other tenants of the Company itselfProject, against payment of which rights relate to the First Offer Price. In order to comply with applicable regulatory requirements, Space and are set forth in leases of space in the purchasing Member may designate (i) a third party to purchase any portion Project existing as of the Offered Interest which the purchasing Member has committed date hereof, including, without limitation, any expansion, first offer, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, a lease amendment or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Companynew lease. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than All tenants that initially lease the First Offer Price Space following the date hereof in accordance with the terms hereof and all such third party tenants in all other respects upon the Project with a right to lease the First Offer Space are collectively referred to as the “Superior Right Holders”. Tenant’s right of first offer shall be on the terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)1.2.

Right of First Offer. In So long as Subtenant is not and has not been in default of any term or provision of this Sublease, if Sublandlord determines to sublease a portion of or the event a Member desires to Transfer all or any part entire remaining balance of its Interestthe vivarium space in the Master Premises, then Sublandlord shall notify Subtenant in writing (such Members (written notice, the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Offer Notice”) of the terms on which Sublandlord would be willing to sublease the same, which terms may include, without limitation, the subleasing of other Member portions of the Master Premises at Sublandlord’s sole discretion (such vivarium space together with such other portions of the Master Premises included in the Offer Notice, the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered InterestOffer Space”). Within thirty If Subtenant, within five (305) business days after its receipt of the Section 11.1 Sublandlord’s Offer Notice, accepts Sublandlord’s offer in the Second Member Offer Notice and indicates in writing its agreement to sublease the Offer Space on the terms stated in Offer Notice, then, subject to Master Landlord’s consent, Sublandlord shall have sublease to Subtenant and Subtenant shall sublease from Sublandlord the right to offer to purchase Offer Space on the terms stated in the Offer Notice (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such all other terms and conditions as shall be set forth in this Sublease that are not inconsistent with the terms set forth in the First OfferOffer Notice). Within thirty Upon such acceptance by Subtenant, (30i) Sublandlord shall prepare an amendment to the Sublease reflecting all such terms, (ii) Subtenant shall promptly (and in all events within ten (10) business days after its receipt of the First Offersame) execute the same, and (iii) the Selling Members rights of Subtenant under this Paragraph 3.C shall either accept or reject the First Offerterminate in their entirety and shall no longer be in effect. If Subtenant does not indicate in writing its agreement to sublease the Selling Member accepts Offer Space on the First Offerterms contained in the Offer Notice within said five (5) business day period, or if Master Landlord shall withhold its consent to the Selling Member sublease of the Offer Space to Subtenant, then the rights of Subtenant under this Paragraph 3.C shall sellterminate in their entirety and shall no longer be in effect, and Sublandlord shall thereafter be free to sublease the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days Offer Space (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any other portion of the Offered Interest which the purchasing Member has committed Master Premises, including without limitation any vivarium space) to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a any third party reasonably acceptable to the Selling Member to purchase upon any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in Sublandlord’s sole discretion. The rights of Subtenant contained herein shall be subject and subordinate to any rights of renewal, extension or expansion under any other subleases in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Master Premises.

Right of First Offer. In (a) Provided that (i) no default has occurred and is then continuing, (ii) the event a Member desires creditworthiness of Tenant is substantially the same as of the date of this Amendment, and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to Transfer all or any part rights of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) other tenants to the Offer Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other Member (the “Second Member”) which notice shall specify tenant with respect to the portion of the Selling Member’s Interest to be sold Offer Space now or hereafter leased by such other tenant, Landlord shall, before entering into a lease with a third party for the adjacent space located in the Building shown cross-hatched on the attached Exhibit D (the “Offered InterestOffer Space”), notify Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms and conditions upon which Landlord is willing to lease the Offer Space to Tenant (“Landlord’s Notice”). Within thirty Tenant shall have seven (307) business days after from its receipt of Landlord’s Notice to deliver to Landlord a written notice agreeing to lease the Section 11.1 Notice, Offer Space on the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as contained in Landlord’s Notice (“Tenant’s Acceptance”). In the event Tenant fails to deliver Tenant’s Acceptance to Landlord within said seven (7) business day period, such failure shall be set forth in the First Offer. Within thirty (30) days after its receipt conclusively deemed a rejection of the First OfferOffer Space and a waiver by Tenant of this right of first offer, whereupon, except as provided in (c) below, Tenant shall have no further rights with respect to the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Offer Space and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Landlord shall be delivered, free and clear of all Liens which may have been imposed on to lease the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order Space to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)party.

Right of First Offer. In Provided Subtenant is not then in default under the event terms, covenants and conditions of this Sublease, Subtenant shall have the right to sublease in its entirety, or such lesser portion as shall be available, as provided below, the premises currently subleased to Genzyme Corporation consisting of the entire sixth floor and a Member portion of the fifth floor of the Building constituting in the aggregate approximately 65,070 rentable square feet (“Expansion Space”) when it becomes available, as defined below. Space is “available” for purposes of this Article when (i) it is vacated by the prior subtenant, such subtenant’s lease having expired or been terminated by Sublandlord, or the space is scheduled to be vacant and Sublandlord currently desires to Transfer begin marketing the space and (ii) any subtenants having superior rights to such space, including, but not limited to, Genzyme Corporation, which has an existing extension option with respect to the Expansion space, have declined or failed to exercise such rights. In such event, Sublandlord shall give written notice to Subtenant (the “ROFO Notice”) of the date of availability of the Expansion Space and the terms and conditions on which Sublandlord intends to offer it to the public, which shall include a term coterminous with the Sublease Term and the Fixed Rent in effect shall be the fair market rental for the Expansion Space in its “As Is” condition as determined in accordance with the process set forth below and Subtenant shall have a period of ten (10) days after delivery of the ROFO Notice to Subtenant in which to exercise Subtenant’s right to lease the Expansion Space upon the terms and conditions contained in Sublandlord’s notice, failing which Sublandlord may lease the Expansion Space to any third party on whatever basis Sublandlord desires, and Subtenant shall have no further rights with respect to the Expansion Space. Without limiting the generality of the foregoing, if Sublandlord leases all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling MemberExpansion Space to a third party pursuant to the preceding sentence and such Expansion Space is subsequently vacated again during the Term of this Sublease or any renewal hereof, Subtenant shall not have a new right of first offer to lease such Space. Notwithstanding the foregoing, Sublandlord shall have the absolute right to renew or extend any existing subtenant’s Interest lease. If Subtenant exercises its right to be sold (the “Offered Interest”). Within sublease hereunder, Sublandlord and Subtenant shall have thirty (30) days after following Subtenant’s exercise of Subtenant’s right to lease the Expansion Space to attempt to agree on fair market rental for the Expansion Space and in the event the parties cannot agree on fair market rental for the Expansion Space during that period then the fair market rental shall be determined by the process set forth in Exhibit B to this Fourth Amendment. If Subtenant exercises its receipt right to sublease hereunder, effective as of the Section 11.1 Noticedate Sublandlord delivers to Subtenant possession of the Expansion Space in broom clean condition with all personal property of others removed therefrom, the Second Member Expansion Space shall have automatically be included within the right Sublease Premises and subject to offer to purchase (all the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions of the Sublease, except as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Sublandlord’s notice and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).follows:

Right of First Offer. In accordance with Section 12.193 of the event a Member desires to Transfer all or any part Original ICPA, Section 9.183 of its Interestthe New ICPA, such Members and the Unanimous Consent and Waiver Agreement, Allegheny shall make an offer (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 NoticeOffer”) to the other Member Sponsoring Companies (as such term is defined in the “Second Member”ICPA) which notice shall specify by providing an Offer Notice (as such term is defined in the portion of ICPA) to the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) other Sponsoring Companies within three days after the date of this Agreement. Allegheny shall provide Purchaser an opportunity to review and comment on Allegheny’s proposed draft of its receipt Offer Notice prior to its distribution to the other Sponsoring Companies. Notwithstanding any review and comment by Purchaser on Allegheny’s proposed draft of the Section 11.1 its Offer Notice, Allegheny agrees that the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after Offer Notice shall not exceed $107 million, and that the Offer Notice shall contain such other terms as will permit Allegheny to transfer and assign its receipt rights and obligations under the ICPA to Purchaser in accordance with the terms of this Agreement in the First Offer, event the Selling Members shall either accept or reject the First OfferOffer is not accepted by any other Sponsoring Companies. If the Selling Member accepts Offer is accepted by, and approved by the First OfferBoard of Directors of, one or more of the Selling Member shall sellother Sponsoring Companies in accordance with Section 12.193 of the Original ICPA, Section 9.183 of the New ICPA, and the Second Member shall purchaseUnanimous Consent and Waiver Agreement or if, the Offered Interest at a closing to be held at a time not later than sixty (60) within 45 days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer date of this Agreement, Allegheny enters into a definitive agreement with a Sponsoring Company for the sale and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation purchase of the Company itselfOVEC Shares, against payment and the transfer and assignment of Allegheny’s rights and obligations under the First Offer Price. In order to comply with applicable regulatory requirementsICPA, the purchasing Member may designate this Agreement will immediately and automatically terminate, and Allegheny and Purchaser shall have no liabilities or obligations hereunder; provided, however, that Allegheny shall pay Purchaser (i) a third party to purchase any portion Five Hundred Thousand Dollars ($500,000) in cash within 10 days of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all termination of the Selling Member’s equity this Agreement, and debt interest in the Company, or (ii) a third party reasonably acceptable to One Million Five Hundred Thousand Dollars ($1,500,000) in cash upon the Selling Member to purchase any portion closing of the Offered Interest which the purchasing Member has committed to sale and purchase hereunder if the Offered Interest constitutes less than all of the Selling MemberOVEC Shares, and the transfer and assignment of Allegheny’s equity rights and debt interest in obligations under the CompanyICPA. If the Selling Member rejects Offer is not accepted by, and approved by the Board of Directors of, one or more of the other Sponsoring Companies in accordance with Section 12.193 of the Original ICPA, Section 9.183 of the New ICPA, and the Unanimous Consent and Waiver Agreement, or if, within 45 days of the date of this Agreement, Allegheny does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate enter into a definitive agreement with a Sponsoring Company for the sale and purchase of the Offered Interest at a price per share OVEC Shares, and the transfer and assignment of Allegheny’s rights and obligations under the ICPA, this Agreement shall continue in cash greater than the First Offer Price full force and effect in all other respects upon terms and conditions no less favorable than those specified in the First Offeraccordance to its terms. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in Allegheny’s obligations under this Section 11.1(b)15 shall survive any termination of this Agreement.

Right of First Offer. In If the event remainder of the 16th Floor of the Building (the “Offer Space”) becomes vacant after a Member desires new-to-be-determined tenant first leases and then vacates the Offer Space, and if Landlord intends to Transfer lease the Offer Space, then Landlord shall notify the Tenant of the particulars of the Offer Space (a “ROFO Trigger Notice”). The ROFO Trigger Notice shall include Landlord’s determination of Fair Market Value for the Offer Space, the base year for Operating Costs, Taxes and Insurance for the Offer Space, a new calculation of Tenant’s Pro Rata Share, a floor plan of the Offer Space and the date the Offer Space is available for possession by Tenant, and all material economic terms applicable to the leasing of the Offer Space. The right of first offer provided to Tenant as described in this Section 2.13 (the “ROFO”) shall be a one-time right, subject to any Prior Rights, and may be exercised by Tenant, if and only if: (A) no default has occurred under the Lease (which remains uncured beyond the expiration of any applicable notice and cure periods) as of the date Landlord is to send the ROFO Trigger Notice for the Offer Space; (B) Tenant is not in default of the Lease (which remains uncured beyond the expiration of any applicable notice and cure periods) as of the commencement date of the lease of the Offer Space; and (C) Tenant is then-leasing and occupying seventy percent (70%) or more of the Premises. Tenant shall have ten (10) calendar days after receipt of such ROFO Trigger Notice to notify the Landlord in writing (a “ROFO Acceptance Notice”) that it wishes to exercise the ROFO to lease the Offer Space by incorporation thereof into the Premises under this Lease, for the remainder of the Lease Term. If Tenant declines to accept the Offer Space or fails to deliver a ROFO Acceptance Notice within the required time period, then the Landlord shall be free to complete a lease transaction by execution of a binding lease with a bona fide, third-party for all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling MemberOffer Space. If the Tenant delivers a ROFO Acceptance Notice to Landlord in accordance with the foregoing, then the terms and conditions for the Offer Space shall be the same terms and conditions as for the Premises, including the expiration date of this Lease, except as set out in the ROFO Trigger Notice (including Tenant’s Interest requirement to be sold (accept possession of the “Offered Interest”). Within Offer Space on the date the ROFO Trigger Notice states that the Offer Space is available for possession, and except that, in the event the Landlord and Tenant are unable to agree on Fair Market Value for the Offer Space within thirty (30) days after its Landlord’s receipt of the Section 11.1 ROFO Acceptance Notice, the Second Member shall have Base Rent for the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as Space shall be set forth the amount determined in the First Offer. Within thirty (30) days after its receipt of the First Offeraccordance with Exhibit C, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sellattached hereto, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance rentable square footage of the First Offer and at such location as may Space shall be determined upon the completion of a mutually agreed upon, at which time upon space plan for the Offered Interest Offer Space). The Base Tax Year for the Offer Space shall be delivered, free reset to the fiscal year in which the commencement date of lease for the Offer Space occurs and clear of all Liens the Base Operating Year for the Offer Space shall be reset to the calendar year in which may have been imposed on the Offered Interest and are not connected with the financing or operation commencement date of the Company itselflease for the Offer Space occurs. In such event, against payment Landlord shall prepare an addendum to the Lease in respect of the First Offer PriceSpace mutually-acceptable to Tenant and Landlord for signature by the Tenant and the Landlord. In order For the avoidance of doubt, in the event that the ROFO has been made by Landlord to comply with applicable regulatory requirementsTenant, the purchasing Member may designate and Tenant (i) a third party declines to purchase any portion of accept such Offer Space; (ii) fails to deliver the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest ROFO Acceptance Notice in the Companytime period specified above, or (iiiii) is unable to accept the Offer Space because of a third party reasonably acceptable failure of Tenant to the Selling Member to purchase meet any portion of the Offered Interest which the purchasing Member has committed conditions to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or exercise such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth ROFO in this Section 11.1(b)2.13, the ROFO shall be deemed forfeited and Tenant shall no longer have any rights pursuant to this Section 2.13. “Prior Rights” shall mean the explicit rights under leases with the existing tenants in the Building to lease the Offer Space which rights exist as of the Delivery Date of this Lease.

Right of First Offer. In (a) If the event a Member desires to Transfer all Borrower or any part Subsidiary contemplates undertaking an issuance of its Interestany Indebtedness (other than (x) Indebtedness permitted under Section 8.03(a), such Members (c), (d), (e), (f), (j), (k) or (m) or (y) Indebtedness in an aggregate principal amount below the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”Threshold Amount). Within , then, not less than thirty (30) days Business Days prior to the proposed date of such issuance, the Borrower shall provide written notice (a “Debt Issuance Notice”) thereof to the Lenders, and shall deliver promptly to the Lenders such information concerning such issuance as the Lenders may reasonably request. (b) For a period of twenty (20) Business Days (the “Exclusivity Period”) after its receipt by the Lenders of the Section 11.1 a Debt Issuance Notice, the Second Member Lenders shall have the right exclusive option, but not the obligation, to offer to purchase propose the material terms and conditions (the “First OfferProposed Terms”) allunder which they would be willing to provide such Indebtedness by delivering written notice (a “Proposed Term Sheet”) thereof to the Borrower, but setting forth such Proposed Terms. Failure by the Lenders to deliver a Proposed Term Sheet within the applicable Exclusivity Period shall be deemed an election by the Lenders not to provide such Indebtedness. If the Lenders deliver a Proposed Term Sheet to the Borrower that purports to provide not less than allthe aggregate amount of financing contemplated by the issuance contemplated in the Debt Issuance Notice, then neither the Borrower nor any Subsidiary may then undertake any such issuance with any other Person unless such issuance with such other Person (x) includes financial covenants and events of default and other terms including amortization, mandatory prepayments and maturity dates that are more favorable (taken as a whole) to the Borrower and its Subsidiaries than the Indebtedness contemplated by the Proposed Term Sheet (such determination to be made by the Borrower in good faith) and (y) has an All-In-Yield that is less than the All-In-Yield of the Indebtedness contemplated by the Proposed Term Sheet; provided, that, prior to undertaking any such issuance with any other Person, the Offered Interest Borrower or such Subsidiary shall provide the Lenders with at a price payable only in case least ten (10) Business Days’ notice thereof (and such information with respect thereto as the “First Offer Price”Lenders shall reasonably request) and on such other afford the Lenders a period of five (5) Business Days thereafter to propose a Proposed Term Sheet containing economic terms and conditions at least as shall be set forth in favorable to the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (Borrower or such longer period, if any, pending any necessary Regulatory Approval or removal Subsidiary as the economic terms of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer PriceIndebtedness. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).2.14

Right of First Offer. In (a) Provided that (i) the event Lease is in full force and effect, (ii) no Default has occurred and is then continuing and no facts or circumstances exist which, with the giving of notice or the passage of time, or both, would constitute a Member desires to Transfer all Default, and (iii) the creditworthiness of Tenant, as revealed by its most current financial statements, is materially the same as or better than on the date of the Lease, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of the availability of any space within the Building, as shown on Exhibit E attached hereto and made a part of its Interest, such Members hereof (the “Selling MemberOffer Space”) before entering into a lease with a third party for such Offer Space. Tenant shall first deliver a written notice have ten (the “Section 11.1 Notice”10) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) business days after from its receipt of Landlord’s Notice to deliver to Landlord a written acceptance agreeing to lease the Section 11.1 Notice, Offer Space on the Second Member terms and conditions contained in Landlord’s Notice which shall have be the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other same terms and conditions as Landlord is willing to provide to such third party. In the event Tenant fails to notify Landlord of its acceptance within said ten (10) business day period, such failure shall be set forth conclusively deemed a waiver of Tenant’s Right of First Offer and a rejection of the Offer Space, whereupon Tenant shall have no further rights with respect to the Offer Space and Landlord shall be free to lease the Offer Space to a third party. In the event Tenant accepts the Offer Space on the terms and conditions specified in the First Offer. Within thirty (30) days after its receipt of the First OfferLandlord’s Notice, the Selling Members term for the Offer Space shall either accept or reject be coterminous with the First Offerterm for the original Leased Premises; provided, however, that the term for the Offer Space shall be not less than thirty-six (36) months. If the Selling Member accepts term of the First OfferOffer Space would then exceed the Lease Term for the original Leased Premises, the Selling Member Lease Term for the original Leased Premises shall sellbe extended automatically to the extent necessary, to be coterminous with the term for the Offer Space. The Minimum Annual Rent for the Offer Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Offer Space, excluding free rent and other concessions, but adjusted to reflect any term that is less than the term contained in Landlord’s Notice, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for the Offer Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. If, as a result of Tenant’s exercise of this right of first offer, the Lease Term for the original Leased Premises is extended, the Minimum Annual Rent for the original Leased Premises during the first twelve (12) months of any such extended term shall be an amount equal to 103% of the Minimum Annual Rent in effect at the end of the preceding term, and shall increase at the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal rate of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price 3% per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)annum thereafter.

Right of First Offer. In the event If a Member Duke Shareholder or a Philxxxx Xxxreholder (each, a "Shareholder") desires to Transfer all or any part portion of its InterestCorporation Interest (other than pursuant to a registered public offering) to a Person other than an Affiliate, then prior to effecting or making such Members Transfer, the Person desiring to make such Transfer (the “Selling Member”a "Transferring Entity") shall first deliver a written notice (the “Section 11.1 Notice”) to notify in writing the other Member Party or Parties that are not Affiliates of the Transferring Entity (whether one or more, the “Second Member”"Non-Transferring Entity") of the terms and conditions upon which it proposes to effect such Transfer (which notice shall specify the portion of the Selling Member’s Interest be herein referred to be sold (the “Offered Interest”as a "Transfer Notice" and shall include all material price and non-price terms and conditions). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member The Non-Transferring Entity shall have the right to offer acquire all (but not less than all) of the Corporation Interest that is the subject of the Transfer Notice on the same terms and conditions as are set forth in the Transfer Notice. The Non-Transferring Entity shall have 30 days following delivery of the Transfer Notice during which to notify the Transferring Entity whether or not it desires to exercise its right of first offer. If the Non-Transferring Entity does not respond during the applicable period set forth above for exercising its purchasing right under this Section 4.1, such Non-Transferring Entity shall be deemed to have waived such right. If the Non-Transferring Entity elects to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First OfferCorporation Interest that is the subject of the Transfer Notice, the Selling Members closing of such purchase shall either accept occur at the principal place of business of the Corporation on the tenth day following the first date on which all applicable conditions precedent have been satisfied or reject waived (but in no event shall such closing take place later than the First Offerdate that is 60 days (subject to extension for regulatory approvals, but in no event more than 180 days) following the date on which the Non-Transferring Entity agrees to purchase all of the Corporation Interest that is the subject of the Transfer Notice). If the Selling Member accepts the First Offer, the Selling Member shall sell, The Transferring Entity and the Second Member shall purchase, the Offered Interest at a closing purchasing Non-Transferring Entity agree to use commercially reasonable efforts to cause any applicable conditions precedent to be held satisfied as expeditiously as possible. At the closing, (a) the Transferring Entity shall execute and deliver to the purchasing Non-Transferring Entity (or, at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance option of the First Offer and at such location as may be mutually agreed uponNon-Transferring Entity, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation to an Affiliate of the Company itself, against payment of Non-Transferring Entity designated by the First Offer Price. In order Non-Transferring Entity not less than five days prior to comply with applicable regulatory requirements, the purchasing Member may designate closing) (i) a third party to purchase any portion an assignment of the Offered Corporation Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest described in the CompanyTransfer Notice, or (ii) a third party in form and substance reasonably acceptable to the Selling Member to purchase purchasing Non-Transferring Entity (or such Affiliate) and (ii) any portion of the Offered Interest which other instruments reasonably requested by the purchasing Member has committed Non-Transferring Entity to give effect to the purchase; and (b) the purchasing Non-Transferring Entity shall deliver to the Transferring Entity the purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest price specified in the CompanyTransfer Notice in immediately available funds or other consideration as specified in the Transfer Notice. If the Selling Member rejects or Non-Transferring Entity does not timely accept elect to purchase the First OfferCorporation Interest pursuant to this Section 4.1, then or having elected to so purchase such Corporation Interests fails to do so within the Selling Member time period required by this Section 4.1, the Transferring Entity shall have one hundred and twenty (120) be free for a period of 180 days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate after the sale expiration of the Offered offer period referred to above or the date of such failure, as applicable, to enter into a definitive written agreement with an unaffiliated third party regarding the Transfer of its Corporation Interest at a price per share in cash greater than the First Offer Price and in all other respects upon on terms and conditions no less favorable than those specified in that satisfy the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).following criteria:

Right of First Offer. In Comcast and Liberty shall each have a right of first offer (a “Right of First Offer”) to purchase the event a Member other Member’s Membership Interests in accordance with this Section 11.03. If either Liberty or Comcast desires to Transfer all or any part of its Interest, Membership Interest to a third party (such Members (electing party being referred to herein as the “Selling Offeror Member”) ), the Offeror Member shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Offeree Member”) a written offer (an “Offer”) pursuant to which notice shall specify the portion Offeror Member will offer to [***] of such Membership Interest to the Offeree Member for the Purchase Price, provided, however, that for purposes of this Section 11.03, in determining the Fair Market Value, the [***]. Within ten (10) Business Days after delivery by the Offeror Member to the Offeree Member of the Selling Member’s Offer, the Offeror Member shall initiate the Appraisal Process. The Offeree Member shall notify the Offeror Member in writing, not later than ninety (90) calendar days following the Final Appraisal Date, as to whether it desires to purchase such Membership Interest (or in the case of an Offer made by Comcast to Liberty, whether Liberty elects to exercise its Tag-Along Right pursuant to Section 11.03(d)) (any failure on the part of the Offeree Member to respond in writing to the Offer within such ninety (90) calendar day period to be sold deemed to constitute an election on the part of the Offeree Member not to purchase, and in the case of an Offer made to Liberty, an election not to exercise the Tag-Along Right). If the Offeree Member shall elect (or shall be deemed to have elected) not to purchase such Membership Interest, the Offeror Member shall be entitled, at any time during the twelve month period immediately following such election (or deemed election) (the “Offered InterestOutside Third-Party Sale Date”). Within thirty , to sell such Membership Interest, at a price not less than [***] percent (30[***]%) days after its receipt of the Purchase Price. If the Offeror Member shall be entitled, pursuant to this Section, to sell such Membership Interest, but shall fail to effect such sale prior to the Outside Third-Party Sale Date, then (1) the Offeror Member shall be obligated to re-offer such Membership Interest to the Offeree Member in accordance with the applicable provisions of this Section 11.1 Notice, 11.03(a) above prior to selling such Membership Interest to a Third-Party Purchaser and (2) the Second Offeror Member shall have the no right to offer initiate a sale of its Membership Interests to purchase a Third-Party Purchaser or make an Offer or exercise a Call Right or Put Right (whichever is applicable) for a period of two (2) years after the “First Offer”) allOutside Third-Party Sale Date. If the Offeror Member shall be entitled, pursuant to this Section 11.03(a), to sell such Membership Interest, but not desires to sell such Membership Interest for less than all[***] percent ([***]%) of the Purchase Price, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as Offeror Member shall be obligated to re-offer such Membership Interest to the Offeree Member at such lesser price, in which event the Offeree Member shall respond within sixty (60) calendar days after such re-offer. If the Offeree Member shall timely accept the Offer, the Offeror Member shall Transfer the subject Membership Interest to the Offeree Member (or if the Comcast Tenancy Requirement is satisfied, any designee of the Offeree Member that is not a Competitor of Comcast), and the Offeree Member shall accept such Membership Interest and assume the associated obligations hereunder, on the terms set forth in the First Offer. Within thirty (30) days after its receipt Offer and otherwise in accordance with the provisions of Section 8.05 hereof, as if the First Offer, the Selling Members shall either accept or reject the First Offer. If Offeror Member were the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Offeree Member shall purchase, were the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected Purchasing Member with the financing or operation same force and effect as if such provisions had been set forth in the Offer in their entirety. No designation by the Offeree Member to a third party shall relieve the Offeree Member of its obligations for the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion Purchase Price or other obligations of the Offered Interest which the purchasing Offeree Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)hereunder.

Right of First Offer. In To the event a Member desires extent Lessor determines to Transfer sell all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest Premises, Lessor will grant Lessee the right of first offer to purchase that same portion of the Premises. Prior to seeking, entertaining or considering any offers for the sale or purchase of such property, Lessor shall notify Lessee in writing that it intends to sell such property, describing in sufficient detail the property to be sold. Lessor shall promptly make available all records pertaining to the property to be sold (the “Offered Interest”). Within for Lessee’s review, and Lessee shall have thirty (30) days after its from receipt of the Section 11.1 Notice, the Second Member such notice to review these records. Lessee shall have sixty (60) days after receipt of Lessor’s notice to submit a written offer to Lessor for the right purchase of the property to be sold. Should Lessee fail to timely submit an offer to purchase (the “First Offer”) allsuch property, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as then Lessee shall be set forth in the First Offerdeemed to have waived its right of first offer for such property (subject to its reinstatement as provided below). Within Lessor shall have thirty (30) days after its from receipt of Lessee’s written offer to elect to sell the First Offerproperty to Lessee or to seek offers from other parties. Failure by Lessor to timely respond to Lessee’s written offer shall be deemed to be a rejection of Lessee’s offer. If Lessor accepts Lessee’s offer, the Selling Members Parties shall either accept or reject promptly commence preparation of the First Offerclosing documents. If Lessor does not accept Lessee’s offer, then Lessor shall have a period of six (6) months after such rejection in which to enter into a bona fide purchase and sale agreement to sell such property to another party, provided Lessor shall not agree to sell such property to any other party unless their offer is at least ten percent (10%) greater in value than the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Priceoffer submitted by Lessee. In order the event Lessor has not entered into a bona fide purchase and sale agreement with another party within six (6) months from rejecting Lessee’s offer, or the waiver by Lessee’s of its right of first offer as described above, then Lessee shall once again have the right of first offer with respect to comply such property under the same terms and conditions described above. Any exercise or failure to exercise this right of first offer with applicable regulatory requirements, the purchasing Member may designate (i) a third party respect to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes some but not all of the Selling Member’s equity and debt interest in the CompanyRefinery, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion Lessor’s sale under this provision of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than some but not all of the Selling MemberRefinery to another party, shall not be deemed to limit, impair, restrict or inhibit Lessee’s equity and debt interest in right of first offer with respect to the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale remainder of the Offered Interest at a price per share in cash greater than the First Offer Price Refinery. Any offer made by Lessee under this Article XIII shall be held confidential by Lessor and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again will not be subject disclosed to all any prospective purchasers of the restrictions set forth in this Section 11.1(b)Premises.

Right of First Offer. In the event a Member If Nucryst desires to Transfer sell all or any part substantially all of its Interestassets used to manufacture and supply Product to S&N under this Agreement, such Members including without limitation assignment of this Agreement, (the “Selling MemberManufacturing Assets”) ), Nucryst shall first deliver a give written notice (the “Section 11.1 Transfer Notice”) to S&N of that desire. The Transfer Notice shall describe the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest Manufacturing Assets in sufficient detail to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right permit S&N to make an informed decision regarding whether to offer to purchase the Manufacturing Assets and on what terms. During the [***] (the “First Negotiation Period”) immediately following the date the Transfer Notice is given, Nucryst and S&N shall in good faith negotiate the sale and purchase of the Manufacturing Assets by Nucryst to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the Manufacturing Assets, it shall forthwith advise Nucryst of such determination in writing, and Nucryst shall be free to sell the Manufacturing Assets to any other Person on any terms at any time, and the provision of this Section 12.6 shall have no further application. If during the Negotiation Period Nucryst and S&N reach an agreement concerning the sale and purchase of the Manufacturing Assets and such sale and purchase transaction is completed, the provisions of this Section 12.6 shall have no further application. If Nucryst and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Manufacturing Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) allto purchase the Manufacturing Assets, but which offer shall be maintained in confidence by Nucryst. If S&N does not less than allmake the S&N Offer by the expiry of the Negotiation Period, Nucryst shall be free to sell the Offered Interest Manufacturing Assets to any other person on any terms at any time, and the provisions of this Section 12.6 shall have no further application. The S&N Offer shall be in writing and shall indicate the offered price (“S&N Purchase Price”) for the purchase of the Manufacturing Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Nucryst for a price payable only in case period (the “First Offer PriceTransfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of the Negotiation Period. The S&N Offer shall specify a closing date (the “Transfer Closing Date”) for the sale and on such other terms and conditions as purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be set forth paid in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed cash by S&N on the Offered Interest and are not connected with Transfer Closing Date. During the financing Transfer Period, Nucryst shall have the option of either selling the Manufacturing Assets to S&N pursuant to the S&N Offer or operation of selling the Company itself, against payment of the First Offer Price. In order Manufacturing Assets to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion on terms no less favourable than the terms of the Offered Interest which S&N Offer, having regard for both the purchasing Member has committed to purchase hereunder if S&N Purchase Price and the Offered Interest constitutes all S&N Purchase Terms. During the [***] period (the “Free Transfer Period”) following the later of the Selling Member’s equity and debt interest in expiry of the CompanyTransfer Period, or (ii) the date it determined that the sale pursuant to an accepted S&N Offer will not close for any reason other than the default of Nucryst, Nucryst shall be entitled to sell the Manufacturing Assets to a third party reasonably acceptable on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. Any transfer of the Manufacturing Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions of this Section 12.6 and the other terms, provisions and conditions of this Agreement, shall be null, void and of no force or effect. The provisions of this Section 12.6 shall not apply to the Selling Member to purchase any portion transfer of the Offered Interest which Manufacturing Assets to a transferee that is an Affiliate of Nucryst; provided that the purchasing Member has committed Affiliate agrees to purchase hereunder if be bound by the Offered Interest constitutes less than all terms of this Section 12.6. Any assignment of this Agreement to a third party as a part of the Selling Member’s equity and debt interest in transfer of the Company. If Manufacturing Assets pursuant to this Section 12.6, whether as a result of S&N not making the Selling Member rejects S&N Offer by the expiry of the Negotiation Period or does not timely accept as a result of Nucryst selling the First Manufacturing Assets to a third party during the Free Transfer Period on terms no less favourable than the S&N Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required be considered an assignment to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale a permitted assignee for purposes of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)12.5.

Right of First Offer. In Landlord hereby grants to Tenant the event continuing -------------------- right of opportunity ("Right of Opportunity"), during the Extension Period of the Lease to lease the Surrendered Space as depicted on and described in Exhibit C attached hereto and made a Member desires part hereof (which is referred to Transfer all or hereinafter as the "Opportunity Premises"), subject to the terms and conditions hereinafter set forth. Prior to entering into the negotiation of any lease with any tenant prospect for any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion or all of the Selling Member’s Interest Opportunity Premises (such portion which Landlord intends to be sold (lease to any such tenant prospect at any time being the “"Offered Interest”). Within thirty (30Premises") days after its receipt during the Extension Period of the Section 11.1 NoticeLease, so long as Tenant shall not be in Default under this Lease, Landlord shall notify Tenant in writing of the business and economic terms (including, without limitation, the Second Member proposed term of the tenancy) upon which Landlord would be willing to lease the Offered Premises to such tenant prospect, and Tenant shall have the right for a period of ten (10) calendar days from and after the giving of such notice within which to offer to purchase (the “First Offer”) all, but not less than all, notify Landlord that it will lease the Offered Interest at a price payable only Premises on the terms and conditions as contained in case (the “First Offer Price”) Landlord's notice and on such other terms and conditions as of the Lease not in conflict with the terms in the notice. Provided, however, during the period from January 1, 1996 through June 30, 1996, if Tenant shall exercise its Right of Opportunity to lease the Offered Premises, the Base Rent shall be at the then applicable rates for the applicable periods set forth in the First Offer. Within thirty (30) days after its receipt Paragraph 4 above per square foot of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sellrentable area of such Offered Premises, and the Second Member Landlord's contribution toward the cost of tenant improvements in such Offered Premises will be an amount equal to Eleven and 82/100 Dollars ($11.82) per rentable square foot of Offered Premises for any Offered Premises leased in January 1996, and reduced by $.1970 each month thereafter through June, 1996, so that for space leased during February, 1996, the amount would be Eleven and 62/100 Dollars ($11.62), for space leased in March, 1996, the amount would be Eleven and 43/100 Dollars ($11.43) and so forth. If Tenant shall purchasetimely elect to lease the Offered Premises, then Landlord and Tenant shall proceed in good faith to finalize such lease of the Offered Premises. If Tenant elects to lease the Offered Premises, the Offered Interest at a closing Premises shall be added to the Lease and become Premises by an amendment to the Lease and shall be held at a time not later than sixty governed by the terms and conditions of this Lease as modified or supplemented by the terms in the notice or the alternate rent and construction contribution provision, if applicable, as aforesaid. If Tenant fails to notify Landlord in writing that it will accept the Offered Premises within the prescribed ten (6010) days (or such longer calendar day period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance Tenant's right to lease such Offered Premises shall be terminated and Landlord may thereafter lease such Offered Premises to such other tenant prospect free of the First Offer and at such location rights of Tenant, except as may be mutually agreed upon, at which time provided in the next sentence. If Landlord elects to offer the Offered Interest Premises to such tenant prospect on terms economically less favorable (from Landlord's perspective) by ten percent (10%), then Landlord shall be delivered, free and clear of all Liens which may have been imposed on again offer the Offered Interest and are not connected Premises to Tenant on such less favorable (from Landlord's perspective) economic terms in accordance with the financing or operation of the Company itself, against payment of the First Offer Priceprovisions in this grammatical paragraph. In order Tenant may not elect to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes lease less than all of the Selling Member’s equity Offered Premises described in any notice from Landlord to Tenant concerning the Right of Opportunity. In addition, Tenant's right to exercise the Right of Opportunity in any instance and debt interest the commencement of the term for any Offered Premises shall be conditioned upon satisfaction of the following terms and conditions: (a) at the time of the exercise of the Right of Opportunity this Lease shall be in full force and effect, and Tenant's right to possession of the Premises shall not have been terminated, and Tenant shall not be in Default hereunder, and, at Landlord's option, at the time the term of the lease for the related Offered Premises commences, the Lease shall be in full force and effect and Tenant's right to possession of the Premises shall not have been terminated, and Tenant shall not be in Default hereunder; (b) at the time of the exercise of the Right of Opportunity and, at Landlord's option, at the time the term of the lease for the related Offered Premises commences, the original Tenant named herein or an affiliate of Tenant as described in Section 42a of the Office Lease (a "Tenant Affiliate") shall be occupying all of the Rentable Area of the Premises, and such Tenant shall not have assigned the lease or sublet any portion of the Premises other than to a Tenant Affiliate, it being agreed that the Right of Opportunity granted hereby is personal to the named Tenant or a Tenant Affiliate; (c) the term of the lease for the Offered Premises shall commence on the date set forth in the Company. If opportunity notice given with respect to such Offered Premises; (d) in the Selling Member rejects event Landlord shall be unable to tender possession of any Offered Premises to Tenant upon the commencement of the term thereof, Landlord shall not be subject to any liability on account thereof and the failure to do so shall not affect the validity of the Lease or does not timely accept the First Offer, then obligations of Tenant under the Selling Member shall have one hundred and twenty (120) days (Lease or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale lease of the Offered Interest at a price per share Premises by Tenant, or be construed to extend the term as to such Offered Premises, or the Term of the remainder of the Premises, but Rent shall not commence with respect to such Offered Premises until Landlord tenders possession thereof to Tenant; and (e) Tenant shall accept possession from Landlord of all Offered Premises in cash greater than their "as is" condition as of the First Offer Price and in all other respects date upon terms and conditions no less favorable than those specified which the term of the lease for such Offered Premises commences unless specifically provided to the contrary in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)pertinent opportunity notice.

Right of First Offer. In Provided that (i) the Lease is in full force and effect, (ii) Tenant is not in default under the Lease, (iii) no circumstance or event exists which with the passage of time or the giving of notice or both would constitute such a Member desires default, (iv) Tenant has not assigned the Lease pursuant to Transfer all an assignment requiring Millrock North LLC’s consent, and (v) the expansion is not for the benefit of a subtenant of Tenant subletting pursuant to a sublease requiring Millrock North LLC’s consent, and after such space has initially been leased at least once, then following the Commencement Date and during the Term under the Lease, Landlord shall give Tenant written notice of any space greater than 10,000 rentable square feet in Millrock South, that is available for lease. (For purposes of this Paragraph 2.1, any space covered by a renewal, extension or expansion option in any tenant’s lease, or any part renewal or extension option given by Landlord to any then-existing tenant for its then-existing space, shall not be “available for lease” until after each such option or the rights created by such option have expired.) If Tenant gives Landlord written notice of its InterestTenant’s interest in leasing such space within ten (10) business days after notification by Landlord of the availability of such space, Landlord and Tenant shall enter into a new lease substantially in the form of the Form Lease, covering such space (or an amendment to an existing lease, if Tenant previously has entered into a lease with respect to space in Millrock South). If Tenant fails to give Landlord such written notice within such ten (10) day period, such Members (the “Selling Member”) right of first offer shall first deliver a written notice (the “Section 11.1 Notice”) terminate and be of no further force or effect. On any such termination, Landlord shall be free to the lease such space to any other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and person on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First OfferLandlord may wish, the Selling Members shall either accept whether or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no are more or less favorable than those specified in the First Offer. terms and conditions offered to Tenant, If no such sale occurs within such 120-day period (or longer period as described above)Tenant fails to lease any space of which Landlord gives Tenant notice pursuant to the foregoing provisions of this Paragraph, the Offered Interest foregoing right shall not again be subject apply to all of the restrictions set forth in this Section 11.1(b)such space unless such space is thereafter first leased and then subsequently becomes available for lease.

Right of First Offer. In Provided that (i) the Lease is in full force and effect, (ii) Tenant is not in default under the Lease, (iii) no circumstance or event exists which with the passage of time or the giving of notice or both would constitute such a Member desires default, (iv) Tenant has not assigned the Lease pursuant to Transfer all an assignment requiring Millrock North LLC’s consent, and (v) the expansion is not for the benefit of a subtenant of Tenant subletting pursuant to a sublease requiring Millrock North LLC’s consent, and after such space has initially been leased at least once, then following the Commencement Date and during the Term under the Lease, Landlord shall give Tenant written notice of (a) any space located on the first or second floors of Millrock West, or (b) any other space greater than 10,000 rentable square feet in Millrock West, that is available for lease. (For purposes of this Paragraph 3.1, for space other than space located on the first or second floors of Millrock West, any space covered by a renewal, extension or expansion option in any tenant’s lease, or any part renewal or extension option given by Landlord to any then-existing tenant for its then-existing space, shall not be “available for lease” until after each such option or the rights created by such option have expired. As to space located on the first or second floors of its InterestMillrock West, the right of first offer set forth in this Paragraph 3 shall be superior to any other tenant’s rights of renewal, extension or expansion.) If Tenant gives Landlord written notice of Tenant’s interest in leasing such space within ten (10) business days after notification by Landlord of the availability of such space, Landlord and Tenant shall enter into a new lease substantially in the form of the Form Lease, covering such space (or an amendment to an existing lease, if Tenant previously has entered into a lease with respect to space in Millrock West). If Tenant fails to give Landlord such written notice within such ten (10) day period, such Members (the “Selling Member”) right of first offer shall first deliver a written notice (the “Section 11.1 Notice”) terminate and be of no further force or effect. On any such termination, Landlord shall be free to the lease such space to any other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and person on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First OfferLandlord may wish, the Selling Members shall either accept whether or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no are more or less favorable than those specified in the First Offerterms and conditions offered to Tenant. If no such sale occurs within such 120-day period (or longer period as described above)Tenant fails to lease any space of which Landlord gives Tenant notice pursuant to the foregoing provisions of this Paragraph, the Offered Interest foregoing right shall not again be subject apply to all of the restrictions set forth in this Section 11.1(b)such space unless such space is thereafter first leased and then subsequently becomes available for lease.

Right of First Offer. In (a) So long as no material non-monetary Event of Default or monetary Event of Default in excess of $25,000 is then continuing and Tenant Named Herein shall satisfy the event a Member Occupancy Requirement, if Landlord desires to Transfer all or any part sell the Premises, Landlord shall give notice to Tenant Named Herein (an "OFFER NOTICE") of its Interestsuch proposed transaction (such proposal, such Members ("LANDLORD'S OFFER"), and a statement of Landlord's proposed purchase price and deposit and the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion proposed closing date of the Selling Member’s Interest to be sold (transaction for the “Offered Interest”)Premises. Within Upon receipt of the Offer Notice, Tenant Named Herein shall have thirty (30) days after its receipt to accept or reject Landlord's Offer. In the event Tenant Named Herein rejects Landlord's Offer, then for the 270-day period thereafter (the "SALE PERIOD"), Landlord may sell the Premises to a third party for a purchase price equal to or greater than 97% of the Section 11.1 Notice, purchase price set forth in the Second Member shall have the right to offer to purchase Offer Notice (the “First Offer”"FLOOR PRICE"). If within the Sale Period (i) all, but not Landlord desires to sell the Premises for a purchase price which is less than allthe Floor Price, (ii) Landlord shall not have entered into any contract of sale with respect to the Offered Interest at a price payable only in case (the “First Offer Price”) and Premises on such other terms and conditions as shall be set forth in Landlord's Offer or (iii) Landlord shall have timely entered into a contract of sale with respect to the First Offer. Within thirty (30) days after its receipt of the First Premises on such terms and conditions as provided in Landlord's Offer, the Selling Members but Landlord shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate consummated the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs Premises within such 120-day period nine (or longer period as described above)9) calendar months thereafter, the Offered Interest then Landlord shall again be subject required to all comply with the provisions of this SECTION 23(a) if Landlord intends to sell the Premises to a third party. Nothing contained in the foregoing clause (iii) shall be construed to permit Landlord to avoid Landlord's obligations to Tenant Named Herein pursuant to this SECTION 23(a) by consummating the sale of the restrictions Premises at a purchase price that shall be less than ninety-seven (97%) percent of the purchase price or on otherwise more favorable (to purchaser) terms than were set forth in Landlord's Offer without being once again required to comply with the provisions of this Section 11.1(bSECTION 23(a).

Right of First Offer. In During the event a Member desires Term, following notice from Tenant to Transfer all Landlord that Tenant needs additional space, which notice may be given at any time or from time to time, and provided that (i) this Lease is in full force and effect, (ii) no Tenant default then exists (beyond any part applicable cure period), (iii) Tenant has not assigned this Lease or subleased more than 25,000 RSF of its Interestthe Leased Premises under any then-existing sublease, and (iv) the right of first offer described in this Section 2.3 (“ROFO”) is not being exercised in connection with or for the purpose of facilitating any such Members assignment or sublease, Landlord shall notify Tenant of any additional office space within the Project (the “Selling MemberAdditional Space”) shall first deliver a written notice that is available for lease to third parties together with the terms on which Landlord desires to lease such space (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered InterestOffer Terms”). Within thirty The lease term for the Additional Space shall be for the balance of the Term of this Lease. Tenant may, by written notice to Landlord within seven (307) business days after its receipt of Landlord’s notice together with the Section 11.1 NoticeOffer Terms, the Second Member shall have the right to accept Landlord’s offer to purchase lease the Additional Space upon the Offer Terms (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions except as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offerprovided below). If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing Landlord intends to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase lease any portion of the Offered Interest which Additional Space on terms more economically favorable (to the purchasing Member has committed to purchase hereunder if prospective tenant) by more than five percent (5%) than the Offered Interest constitutes all Offer Terms (after taking into account the term of the Selling Member’s equity lease offered to such prospective tenant), Landlord shall first be required to offer the proposed lease terms to Tenant, which Tenant may accept or reject within three (3) business days after receipt. Rent for the Additional Space shall become due and debt interest payable on the date Landlord delivers the Additional Space to Tenant free of other tenants and occupants and otherwise in accordance with the CompanyOffer Terms. Promptly after Tenant accepts the Offer Terms, the Parties shall enter into a new lease (the “Additional Space Lease”) for the Additional Space based on the terms of this Lease and the Offer Terms, or (ii) the Parties may mutually agree to an amendment to this Lease setting forth the terms and conditions upon which Tenant shall lease the Additional Space and incorporating the Additional Space as part of the Leased Premises. Subject to the terms of this Section, the ROFO will be continuing and renewable throughout the Lease Term. In the event Landlord has provided notice of Additional Space and Tenant does not elect to lease such Additional Space, Landlord shall be free to lease the space to another tenant and the ROFO with respect to such Additional Space shall, except as provided above, terminate and be of no further force or effect with respect to such Additional Space, unless such Additional Space is first leased to a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)subsequently becomes available for lease.

Right of First Offer. In Landlord hereby grants to the event Tenant named -------------------- in the Summary a Member desires right of first offer to Transfer lease all of the Rentable Area of Building C depicted on the Site Plan, which Building has not yet been constructed by Landlord, but is intended to be a three story building consisting of approximately 81,000 square feet of Rentable Area. The First Offer Right is only a right of first offer to lease the entirety of Building C as a three story building of approximately 81,000 square feet, and is not intended to be a right of first offer to lease a portion of Building C, or a right of first offer to lease Building C as a one or two story building (the "First Offer Right"). Notwithstanding the foregoing, such First Offer Right shall commence only upon the Effective Date of the Lease, and shall automatically expire on January 1, 2001 (the "First Offer Period"). Tenant's right of first offer shall be on the terms and conditions set forth in this Rider. Notwithstanding anything in the Lease or in this Rider to the contrary, Landlord shall not commence construction of Building C, or enter into a lease or other agreement for the transfer of all or any part portion of its InterestBuilding C, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) prior to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance expiration of the First Offer and at such location as may be mutually agreed uponPeriod, at which time unless Tenant has either relinquished its First Offer Right, or has otherwise approved the Offered Interest commencement of construction or lease or other transfer of all or any portion of Building C. Also notwithstanding anything in the Lease or herein to the contrary, Landlord shall be delivered, free and clear entitled to market Building C to other prospective tenants pending Tenant's exercise of all Liens which may have been imposed on its First Offer Right. Upon the Offered Interest and are not connected with the financing or operation of the Company itself, against payment expiration of the First Offer Price. In order Period, Landlord shall be entitled to comply with applicable regulatory requirementscommence construction on Building C and construct a building of any size or configuration within the Development, the purchasing Member as may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)permitted by Applicable Laws.

Right of First Offer. In 9.1 GRANT: LANDLORD'S NOTICE. Subject to the event terms and conditions of this Article 9 and the limitations in Section 10.6, Tenant shall have a Member desires to Transfer all or any part right of its Interest, such Members first offer (the “Selling Member”"First Offer Right") with respect to any space in the Building which is or shall first deliver a written notice become available for leasing after the third (the “Section 11.1 Notice”3rd) to the other Member (the “Second Member”) which notice shall specify the portion anniversary of the Selling Member’s Interest to be sold Commencement Date. On or before the third (3rd) anniversary of the “Offered Interest”). Within Commencement Date, and each subsequent anniversary thereof (but not more than thirty (30) days after its receipt prior to any such anniversary), Landlord shall notify Tenant of all rentable spaces within the Section 11.1 NoticeBuilding which are not leased or which Landlord reasonably anticipates may become not leased within the following eighteen (18) month period, the Second Member shall have the right irrespective of whether any such space was previously offered or available to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “Tenant as -45- Expansion Space or First Offer Price”Space (any of such Space being "First Offer Space"), which notice shall include on a space by space basis (with no space greater than one (1) and on such other terms and conditions as shall be set forth in Floor): (a) the First Offer. Within thirty (30) days after its receipt identity of the First OfferOffer Space, the Selling Members shall either accept or reject the (b) all Superior Rights as to such First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer periodOffer Space, if any, pending any necessary Regulatory Approval or removal (c) Landlord's best estimate of Liens) after the Selling Member’s acceptance of Market Base Rental Rate for the First Offer Space, and at (d) the date on which Landlord will deliver such location as may be mutually agreed uponFirst Offer Space to Tenant. In addition, at Landlord shall have a continuing obligation to give Tenant prompt notice containing the information described above of any and all space that was not included in the most recent annual notice but which time has become available thereafter (including by re-acquisition through subleasing), which space shall also constitute First Offer Space. If requested by Tenant, Landlord shall advise Tenant of the Offered Interest expiration date of any Superior Rights to such First Offer Space and the provisions of the Superior Leases (defined below), relating to Superior Rights, and shall be delivered, free and clear provide to Tenant copies of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)lease provisions relevant thereto.

Right of First Offer. In Landlord hereby grants to the event a Member desires to Transfer all or any part of its Interest, such Members named Tenant in this Sixth Amendment (the “Selling Member”"Original Tenant"), or an assignee under a Permitted Transfer (a "Permitted Transfer Assignee"), a one-time right of first offer with respect to Suite 26 (following the expiration of the "Suite 26 Extended Term" (as that term is defined in Section 2 of the Fifth Amendment) shall first deliver a written notice and the terms of this Section 7 below) and that certain space commonly known as Suite 65 in the 250 Building (the “Section 11.1 Notice”) "First Offer Space"), which First Offer Space is shown on Exhibit B attached hereto. Notwithstanding the foregoing, Landlord and Tenant acknowledge that Tenant's right of first offer with respect to Suite 26 shall not commence until the other Member (the “Second Member”) which notice shall specify the portion expiration or earlier termination of the Selling Member’s Interest to be sold (initial lease entered into by Landlord following the “Offered Interest”). Within thirty (30) days after its receipt expiration of the Section 11.1 NoticeSuite 26 Extended Term (including renewals of any such lease, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on irrespective of whether any such other terms and conditions as shall be renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). Further, such first offer right of Tenant shall commence only following the First Offer. Within thirty (30) days after its receipt expiration or earlier termination of the First Offer, existing leases of the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance remainder of the First Offer and at Space (including renewals of any such location as may be mutually lease, irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, at which time the Offered Interest and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). Such right of first offer shall be deliveredsubordinate to all rights of other tenants of the Project, free and clear of all Liens which may have been imposed on rights relate to the Offered Interest First Offer Space and are not connected set forth in leases of space in the Project existing as of the date hereof, including, without limitation, any expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (the "Superior Rights"). In connection with the financing foregoing, Landlord hereby agrees that any expansion, first offer, first refusal, first negotiation and other similar rights which relate to the First Offer Space and are granted in leases of space in the Project following the date of this Sixth Amendment shall not be Superior Rights. Notwithstanding any contrary provision in the lease of any Superior Right Holder, such rights of any Superior Right Holder shall continue to be Superior Rights in the event that such Superior Right Holder's lease is renewed or operation otherwise modified (and irrespective of the Company itselfwhether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, against payment and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). All such tenants of the First Offer Price. In order to comply with applicable regulatory requirementsSpace (including the initial tenant of Suite 26 following expiration of the Suite 26 Extended Term), the purchasing Member may designate (i) a and all such third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest tenants in the CompanyProject holding Superior Rights, or (ii) a third party reasonably acceptable are collectively referred to as the Selling Member to purchase any portion "Superior Right Holders". Tenant's right of first offer shall be on the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)7.

Right of First Offer. X. XXXXX OF OPTION; CONDITIONS. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) addition to the other Member (the “Second Member”) which notice shall specify the portion Right of First Offer set forth in Section 5 of EXHIBIT E of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 NoticeLease, the Second Member Tenant shall have the continuing right to of first offer to purchase (the “First Offer”"RIGHT OF FIRST OFFER") all, but not less than allwith respect to the 17,869 rentable square feet on the 10th floor of the Office Building shown on the demising plan attached hereto as EXHIBIT D and the 16,905 rentable square feet on the 18th floor of the Office Building shown on the demising plan attached hereto as EXHIBIT D (collectively, the Offered Interest at a price payable only in case (the “"OFFERING SPACE"). Tenant's Right of First Offer Price”) and on such other terms and conditions as shall be set forth exercised as follows: at any time after Landlord has determined that the existing tenant in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which Offering Space will not extend or renew the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all term of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any its lease for such portion of the Offered Interest which the purchasing Member has committed Offering Space (but prior to purchase hereunder if the Offered Interest constitutes less than all leasing such portion of the Selling Member’s equity and debt interest Offering Space to a party other than the existing tenant), Landlord shall advise Tenant (the "ROFO ADVICE") of the terms under which Landlord is prepared to lease the applicable Offering Space to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the Company. If "ROFO NOTICE OF EXERCISE") within 5 Business Days after the Selling Member rejects or does not timely accept date the First OfferROFO Advice is deemed to have been received by Tenant (in accordance with Section 24 of the Lease), then the Selling Member except that Tenant shall have one hundred and twenty (120) days (or no such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale Right of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above)Landlord need not provide Tenant with a ROFO Advice, the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).if:

Right of First Offer. In A. Subject to the rights of any existing tenants, so long as: (i) Tenant is not in default of any of the terms, covenants, conditions, provisions and agreements of this lease, beyond the expiration of any applicable notice and cure period; (ii) this Lease is in full force and effect; and (iii) the Tenant named on the first page hereof and/or its Affiliate is occupying at least seventy-five (75%) percent of the Demised Premises and is operating in all or substantially all of the Premises for a Lawful Use, then, Landlord agrees that during the Term of this Lease in the event a Member desires (i) Landlord obtains vacant possession of an entire floor in the Building contiguous to Transfer all or any part of its Interest, such Members the Demised Premises (the “Selling MemberSubject Space”), and (ii) shall first deliver Landlord intends to lease the Subject Space to a written notice Bona Fide Third Party Tenant (as hereinafter defined) (the “Section 11.1 Offer Space”). Landlord shall give to Tenant notice of Landlord’s intention to so lease the Offer Space (the “Offer Space Notice”) setting forth the material terms and conditions upon which Landlord is willing to lease the other Member (the “Second Member”) which notice shall specify Offer Space. If, together with the portion of the Selling MemberSubject Space that Landlord intends to lease to a Bona Fide Third Party Tenant, Landlord intends to lease to such third party tenant a portion of the Building that is not part of the Subject Space, then, at Landlord’s Interest option (to be sold exercised in Landlord’s sole and absolute discretion), such portion of the Building that is not part of the Subject Space shall be deemed part of the Offer Space in question shall be covered by the Offer Space Notice and the provisions of this Article shall apply thereto. The Offer Space Notice shall set forth the following terms (the “Offered InterestOffer Terms”). Within thirty ): (30i) days after its receipt the commencement date of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase proposed letting (the “First OfferOffer Space Commencement Date”) all, but not less than all, and the Offered Interest at a price payable only in case expiration date of the proposed letting (the “First Offer PriceSpace Expiration Date”), (ii) the annual rental payable during the Offer Space Term (as hereinafter defined), (iii) any material additional rent payable with respect to the Offer Space, including, without limitation, any additional rent related to increases in real estate taxes or operating expenses for the Building, increases in any price index or wage or labor rate, and on such any sprinkler or water charges, (iv) the dollar amount of any work which Landlord is willing to perform or pay for in the Offer Space, (v) any concession or free rent period applicable to the proposed letting, (vi) any other terms and conditions as which Landlord deems material, and (vii) the rentable area of the Offer Space (which rentable area shall be set forth reasonably determined by Landlord in good faith, in a manner consistent with the First Offer. Within thirty (30) days after its receipt method used to measure the rentable area of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Demised Premises and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free conclusive and clear of all Liens which may have been imposed binding upon Tenant). During the twenty (20) day period commencing on the Offered Interest and are not connected with date that Landlord gives the financing or operation of the Company itselfOffer Space Notice to Tenant, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member Tenant shall have one hundred the option (the “Offer Space Option”) to lease the Offer Space from Landlord for the period (the “Offer Space Term”) commencing on the Offer Space Commencement Date and twenty expiring on the Offer Space Expiration Date. Tenant shall exercise the Offer Space Option by giving Landlord written notice thereof (120the “Exercise Notice”) days (on or before the last day of such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 12020-day period (or longer period as described abovewhich last day is the “Exercise Notice Date”), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)TIME BEING OF THE ESSENCE.

Right of First Offer. In (i) Subject to Section 5.19(j), following the event a Member expiration of the Restricted Period, if the Investor desires to Transfer all or any part of its InterestSeries D Preferred Shares other than pursuant to a Permitted ROFO Transfer, such Members (then the “Selling Member”) Investor shall first deliver a written notice (the “Section 11.1 ROFO Notice”) to the other Member (Company, stating that the “Second Member”Investor desires to Transfer Series D Preferred Shares in accordance with this Section 5.19(c) which notice shall specify and setting forth the portion number of the Selling Member’s Interest Series D Preferred Shares proposed to be sold Transferred (the “Offered InterestShares”). Within thirty (30) days after its receipt of , and the Section 11.1 Notice, the Second Member Company shall have the right to offer to purchase all but not less than all such Offered Shares subject to the terms and conditions of this Section 5.19(c) (the “First OfferOffer to Purchase”) ). The Company shall have 10 Business Days from delivery of the ROFO Notice to make an Offer to Purchase. The Company shall be deemed to have declined the opportunity to make an Offer to Purchase if it fails to communicate in writing its offer by the end of such 10 Business Day period. If the Company wishes to make an Offer to Purchase, it shall deliver to the Investor a written notice (the “Offer Notice”), stating that the Company is willing to purchase all, but not less than all, of the Offered Interest at a Shares and setting forth the proposed purchase price payable only in case cash for the Offered Shares (the “First Offer Price”) ). The Investor shall have 5 Business Days from delivery of the Offer Notice to accept or decline in writing the Offer to Purchase made pursuant to the Offer Notice, and on such other terms and conditions as shall be set forth in deemed to have declined such Offer to Purchase if it fails to deliver such written notice by the First Offer. Within thirty (30) days after its receipt end of the First Offer, the Selling Members shall either accept or reject the First Offersuch 5 Business Day period. If the Selling Member Investor accepts the First OfferOffer to Purchase made pursuant to the Offer Notice, then the Selling Member shall sell, Company and the Second Member Investor shall purchase, close on the purchase of the Offered Interest Shares at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal the Offer Price within 30 Business Days of Liens) after the Selling Member’s date the Investor notified the Company of its acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable Purchase made pursuant to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the CompanyOffer Notice. If the Selling Member rejects or does not timely accept Investor accepts the First OfferOffer to Purchase and the Company fails to purchase the Offered Shares at the Offer Price within such 30 Business Day period, then the Selling Member Sections 5.19(a), (b) and (c) shall have one hundred and twenty (120) days (no longer apply to any Transfer of any Securities or such longer period, if any, required to obtain any necessary Regulatory Approval Common Shares issued or to remove any Liens) following such rejection within which to consummate the sale issuable upon exercise of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Warrants.

Right of First Offer. In If Landlord determines to offer any space on the event same floor contiguous to the Tenant’s Premises to a Member desires third party (that is, a party other than the tenant of such space as of the date hereof), Landlord shall first offer such space to Transfer all or Tenant (provided Tenant has not assigned the Lease nor sublet any part portion of the Premises and Tenant is not, at the date of intended exercise of the option granted hereby, in default of its Interest, obligations under this Lease beyond applicable periods of notice and grace) on such Members terms as Landlord has determined to offer such space to third parties. Xxxxxxxx’s notice shall also set forth the proposed date of leasing to third parties (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered InterestRFO Effective Date”). Within thirty ten (3010) days after its receipt of being notified of the Section 11.1 Noticeterms of such proposed offering by Landlord, the Second Member Tenant shall have the right to offer notify Landlord that Tenant elects to purchase (add such space to the “First Offer”) all, but not less than all, Premises on all of the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be of this Lease except that the terms set forth in Landlord’s notice which are inconsistent with the First Offerterms of this Lease shall apply to the additional space so added to the Premises. Within thirty (30) days after its receipt Such option space shall be added to the Premises on the RFO Effective date and shall remain part of the Premises for the lease term set forth in Landlord’s notice. In the event written notice indicating its intent to exercise its option hereunder is not received by Landlord within this ten (10) day period, this Right of First Offer, Offer shall expire and Landlord may proceed to lease the Selling Members available space with no further obligation to Tenant. Any additional space shall either accept be leased for a period of thirty-six (36) months or reject through the Stated Expiration Date whichever period is greater. This Right of First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Offer is secondary and the Second Member shall purchase, the Offered Interest at a closing subordinate to be held at a time not later than sixty (60) days (or such longer periodexisting tenants rights, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).

Right of First Offer. In Provided Tenant is not in default of any of the event terms and conditions of this Lease, Landlord agrees to extend a Member desires right of first offer to Transfer Tenant during the initial lease term on all or any part of its Interest, such Members space available to the market (the “Selling Member”"Available Space") shall first deliver a written notice (the “Section 11.1 Notice”) for lease adjacent to the other Member Premises or Congress Corporate Plazx Xxxxx XX, Xxxxx 000, xxt only if the remaining term of this Lease at the time the Available Space becomes available (the “Second Member”including any renewal option exercisable by Tenant) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but is not less than allthree (3) years. This right of first offer to lease the Available Space shall be subordinate to any extensions, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such renewals, or other terms and conditions as granted to the Third party tenant in connection with the initial leasing of the Available Space. When and if such Available Space should become available during the term of this Lease, or at Landlord's option, up to six (6) months prior to the date that the Available Space is scheduled to become available, Landlord shall be set forth first offer in the First Offer. Within thirty writing to lease such Available Space to Tenant and Tenant shall accept such offer, if at all, in writing within ten (3010) days after its receipt of such notice from Landlord. If Tenant shall not exercise this right of first offer within the First Offertime period specified herein, this right of first offer of Available Space shall be null, void, and of not further effect for such offered space. Notwithstanding the Selling Members foregoing, in no event shall either accept this right of first offer to lease Available Space be in effect if (1) this Lease or reject Tenant's right to possession of the First OfferPremises is terminated, (2) Tenant assigns any of its interest in this Lease (other than an assignment which does not require Landlord's consent as per Paragraph 7 (b) of this Third Amendment) or sublets more than 49% of the Premises or (3) Tenant fails to timely exercise its right of first offer under this Third Amendment, time being of the essence with respect to Tenant's exercise thereof. If the Selling Member accepts the First Offerright of first offer is exercised, the Selling Member initial annual net rent for the Available Space shall sell, and be equal to the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance greater of the First Offer and fair market rental rate then being offered by Landlord to similar Third party prospects in the building or the annual net rent then in effect on Tenant's Premises at such location as may be mutually agreed upon, at which the time of Landlord's notice to Tenant of the Offered Interest availability of said Available Space. The tenant improvement allowance shall be deliveredin accordance with market lease terms for comparable buildings of similar quality and size taking Initials: Landlord_________ Tenant__________ 4 THIRD AMENDMENT TO LEASE AGREEMENT BETWEEN REGENT HOLDING CORPORATION, free and clear of all Liens which may have been imposed on A FLORIDA CORPORATION ("LANDLORD") AND DALEXX XXXHNOLOGIES, INC., A DELAWARE CORPORATION ("TENANT"), FOR PREMISES LOCATED AT 902 XXXXX XXXXX XXXX, SUITE 226, BOCA RATON, FLORIDA 33487 (continued) into account the Offered Interest and are not connected with the financing or operation term of the Company itself, against payment of lease for the First Offer Priceoffer space. In order to comply with applicable regulatory requirements, no event will the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash tenant improvement allowance be greater than the First Offer Price cost of recarpeting and repainting the Available space with building standard materials. The initial annual net base rent on all space leased under the right of first offer shall be increased by 4% per annum. The lease term of the Available Space shall be co-terminus with the lease term for the Premises. In no event shall the lease term for the Available Space be for a period of less than three (3) years. If necessary to assure a term of not less than three years, Tenant must exercise any available renewal option in all other respects upon conjunction with its exercise of this right of first offer. The lease of the Available Space shall otherwise be on the same terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Lease.

Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) Subject to the provisions hereinafter set forth and subject and subordinate to any and all rights of any other Member (the “Second Member”) which notice shall specify the portion tenant or occupant of the Selling Member’s Interest to be sold Building (including, without limitation, the “Offered Interest”). Within thirty (30) days after its receipt extension or renewal of any lease of the First Offer Space by the then existing tenant or occupant thereof), and provided Tenant has not exercised its termination option under Section 11.1 Notice27 below, the Second Member shall have Landlord hereby grants to Tenant the right to offer to purchase lease, on the terms and conditions hereinafter set forth, the space in the Building identified on Exhibit E attached hereto (the “"First Offer”Offer Space"), if such space becomes available for leasing after the 1st anniversary of the Commencement Date and prior to the 3rd anniversary of the Commencement Date (the "Offer Period"). If, during the Offer Period, Landlord gives Tenant notice that the First Offer Space, or a portion thereof, is available for leasing, then if, within ten (10) allbusiness days after the delivery of such notice, Tenant shall give Landlord written notice that Tenant elects to negotiate a lease of the First Offer Space, or applicable portion thereof, Landlord shall not offer such space for rent to a third party for at least fifteen (15) business days after Tenant gives Landlord notice of its desire to negotiate a lease for the First Offer Space, or applicable portion thereof. Tenant may only lease the entire, but not less than allthe entire First Offer Space, or applicable offered portion thereof, if it becomes available for leasing. If Tenant gives Landlord notice that it does not elect to negotiate a lease for such First Offer Space, or applicable portion thereof, or if, within fifteen (15) business days following Landlord's receipt of notice that Tenant desires to negotiate a lease for the First Offer Space, or applicable portion thereof, the Offered Interest at parties shall fail to agree on the terms of a price payable only in case (the “First Offer Price”) and lease therefor, Landlord may lease such space to a third party on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as Landlord may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)desire.

Right of First Offer. In (a) At least 30 days prior to making any transfer of any Preferred Shares, Warrants, Conversion Shares or shares of Common Stock issuable upon exercise of the event Warrants (other than a Member desires Public Sale or a transfer to Transfer all Affiliates or any part partners of its Interestthe holder of such shares) (a "Transfer"), the holder of such Members shares being transferred (the “Selling Member”"Transferring Shareholder") shall first deliver a written notice (the “Section 11.1 an "Offer Notice”") to the other Member Company. The Offer Notice shall disclose in reasonable detail the proposed number of Preferred Shares, Warrants, Conversion Shares and shares of Common Stock to be transferred (the “Second Member”) which notice shall specify "Transfer Shares"), the portion proposed terms and conditions of the Selling Member’s Interest to be sold Transfer and the identity of the prospective transferee(s) (the “Offered Interest”if known). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer The Company may elect to purchase all (the “First Offer”) all, but not less than all) of the Transfer Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder as soon as practical but in any event within fourteen (14) days after the delivery of the Offer Notice (the "Election Period"). If the Company elects to purchase the Transfer Shares, the Offered Interest transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Transfer Shares being offered, the Transferring Shareholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subparagraph (c) below, transfer such Transfer Shares to one or more third parties at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt no less than 95% of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First OfferOffer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer Notice. If no such sale occurs Any Transfer Shares not transferred within such 12090-day period (or longer period as described above), shall be reoffered to the Offered Interest Company under this paragraph 11.1(a) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall again be subject to all payable solely in cash at the closing of the restrictions set forth in this Section 11.1(b)transaction.

Right of First Offer. In During the event a Member desires to Transfer all or first two (2) Lease years, as long as Tenant has not been in an Event of Default, beyond any part applicable cure period, during the Term of the Lease and is not in an Event of Default, beyond any applicable cure period, under the Lease at the time of its Interestexercise of this right, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) and so long as this right is exercised in connection with an expansion of Tenant's Premises and for no other purpose, and subject to the prior rights of any other Member (tenant in the “Second Member”) which notice shall specify the portion Building, Landlord thereby grants to Tenant a one-time Right of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other the terms and conditions as contained in this paragraph to Lease any space in Building 3 which becomes available and is not subject to the rights of any other tenant (the "Offer Space"). Once this right is offered one time on a space, such offer shall be set forth deemed terminated in the First Offerall aspects with respect to such space and Tenant shall have no further rights thereto. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or The rent for such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Space shall be delivered, free and clear at the greater of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest then-prevailing rate for similar space in the CompanyChantilly, Virginia market, or (ii) the same rate Tenant is then paying for the Premises, as escalated. Such Lease shall be coterminous with the Lease for the existing Premises and if such Term is then less than three (3) Lease Years, the Term for the existing Premises and the Offer Space shall be extended so that it will expire at least three (3) Lease Years from the commencement date of Tenant's Lease of the Offer Space. Landlord shall also provide Tenant with a tenant improvement allowance in the amount of Three Dollars ($3.00) per rentable square foot for improvements to the Offer Space. In the event any Offer Space becomes available for Lease during the Term, Landlord shall give notice thereof to Tenant which notice shall contain the foregoing terms to Lease the Offer Space. Within five (5) business days of such notice, time being of the essence, Tenant shall give Landlord notice that it either does or does not wish to Lease the Offer Space. In the event Tenant's notice provides that it does not wish to Lease the Offer Space or if Tenant fails to give Landlord notice of its desires respecting the Offer Space within the foregoing required five (5) business day period, then Landlord shall be entitled to proceed to market and/or Lease the Offer Space to a third party reasonably acceptable free and clear of Tenant's Right to First Offer and such right shall be deemed terminated in all respects and Tenant shall have no further Rights to First Offer. In the Selling Member event Tenant gives Landlord a notice as required in the preceding paragraph that it wishes to purchase any portion lease the Offer Space, then Landlord and Tenant shall have twenty (20) days from the date of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection notice within which to consummate amend this Lease by adding the sale of Offer Space on the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions contained in Landlord's notice. In the event Landlord and Tenant fail to sign such amendment to this Lease, using good faith efforts, within said twenty (20) day period, time being of the essence, then Landlord shall be entitled to proceed to market and/or lease the Offer Space to a third party free and clear of such right and such right shall be deemed terminated in all respects. Once Landlord has made the off the to Tenant to lease any Offer Space during the Term, whether or not Tenant leases such space, this Right of First Offer shall automatically terminate in all respects and Tenant shall have no less favorable than those specified further Rights of First Offer with respect to any other Offer Space. In the event Tenant expands in the Building per the Right of First OfferOffer and Tenant has a duly authorized broker, in writing, and said broker materially and constructively is engaged in Tenant's expansion negotiations, then Landlord shall pay said broker a commission for such expansion. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest Landlord shall again be subject to all not pay any broker of the restrictions set forth in Tenant a commission for any future renewals of this Section 11.1(b)Lease.

Right of First Offer. Subject to (a) Tenant not being in default now nor Tenant ever having been default more than twice of any monetary obligation under this Lease (b) Tenant has not sublet or assigned other than "convenience subletting" and (c) the rights of other tenants within the Building from time to time, and subject to such limitations as are imposed by other tenant leases, Landlord shall notify Tenant with regard to space that is or Landlord expects to become vacant and available for lease within the Building, and Landlord shall propose to Tenant the basic economic terns upon which Landlord would be prepared to entertain the negotiation of a new lease for such space (on all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease with which the parties would add such space to the description of the "Premises," in either case for a term which would be coterminous with this Lease but for a , minimum of five (5) years, and which economic terms shall include the estimated date that the space shall be available for delivery, the Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have ten (10) business days next following Landlord's delivery of such notice within which to accept such terns, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease, or an amendment to this Lease, to memorialize their agreement. In the event a Member desires to Transfer all or absence of any part of its Interestfurther agreement by the parties, such Members additional space shall be delivered in "AS - IS" condition, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant's occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord's terms within such fifteen (15) day period, or if the “Selling Member”) parties shall first deliver not have executed and delivered a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within mutually satisfactory new lease or lease amendment within thirty (30) days after next following Landlord's original notice under this Article 35, then Tenant's rights to lease such space shall lapse and terminate, and Landlord may, at its receipt of the Section 11.1 Noticediscretion, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and lease such space on such other terms and conditions as Landlord shall be set forth in determine. Tenant's rights hereunder shall not include the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing right to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes lease less than all of the Selling Member’s equity and debt interest space identified in Landlord's notice. Anything herein contained to the Companycontrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth Nothing contained in this Section 11.1(b)Article 35 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Building at any time. Tenant's rights hereunder shall continue throughout the term hereof.

Right of First Offer. In A. For the event purposes of this Article, the entire rentable area of any of the second (2nd), third (3rd), fourth (4th), fifth (5th), sixth (6th), seventh (7th), or eighteenth (18th) floors of the Building are the “Subject Space.” If at any time during the Term Landlord intends to lease to a Member desires to Transfer bona fide third party tenant all or any portion of the Subject Space which consists of a full floor (such portion of the Subject Space that Landlord so intends to lease at the time in question being the “Offer Space”), then, subject to such Subject Space becoming vacant and available and further subject to the rights of any existing tenant of the Building as of the date of this Lease as set forth on EXHIBIT J attached hereto and made a part hereof, provided that at such time this Lease is in full force and effect and no Event of its InterestDefault exists, such Members Landlord shall give to Tenant notice of Landlord’s intention to so lease the Offer Space (the “Selling MemberOffer Space Notice”), which Landlord agrees to give at least nine (9) months before the date such space becomes vacant and available, setting forth the material terms and conditions upon which Landlord is willing to lease the Offer Space. The Offer Space Notice shall first deliver a written notice set forth the following terms (the “Section 11.1 NoticeOffer Terms”): (i) to the other Member commencement date of the proposed letting (the “Second MemberOffer Space Lease Commencement Date”) which notice shall specify and the portion expiration date of the Selling Member’s Interest to be sold proposed letting (the “Offered InterestOffer Space Lease Expiration Date”), which shall be co-terminus with the Expiration Date for the then Demised Premises, (ii) the Fixed Annual Rent payable during the Offer Space Term (as hereinafter defined), (iii) any material Additional Rent payable with respect to the Offer Space, including, without limitation, any Additional Rent related to increases in Real Estate Taxes or other escalations, and any sprinkler or water charges, (iv) the dollar amount of any work which Landlord is willing to perform or pay for in the Offer Space (including performing in the Offer Space any work, to the extent not previously performed in the Offer Space), (v) any concession or free rent period applicable to the proposed letting, (vi) any other terms and conditions which Landlord deems material, (vii) the rentable area of the Offer Space (which rentable area shall be reasonably determined by Landlord in good faith, in a manner consistent with the method used to measure the rentable area of the Demised Premises and shall be conclusive and binding upon Tenant), and (viii) a floor plan of the Offer Space. Within Notwithstanding the foregoing or anything contained herein to the contrary, if as of the proposed Offer Space Lease Commencement Date for a particular Offer Space there is less than two (2) years remaining in the Term, then, as a condition for Tenant to exercise the Offer Space Option (as hereafter defined) for such particular Offer Space, Tenant shall be obligated to exercise the Renewal Option. During the thirty (30) days after its receipt of day period commencing on the Section 11.1 Noticedate that Landlord gives the Offer Space Notice to Tenant, the Second Member Tenant shall have the right to offer to purchase option (the “First OfferOffer Space Option”) all, but not less than all, to lease the Offered Interest at a price payable only in case Offer Space from Landlord for the period (the “First Offer PriceSpace Term”) commencing on the Offer Space Lease Commencement Date and expiring on such other terms and conditions as shall be the Offer Space Lease Expiration Date at one hundred percent (100%) of the FMV Amount determined by the parties or by arbitration in accordance with the procedures set forth in Section 3C above. Tenant shall exercise the First Offer. Within Offer Space Option by giving Landlord written notice thereof (the “Exercise Notice”) on or before the last day of such thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period which last day is hereinafter referred to as described abovethe “Exercise Notice Date”), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)TIME BEING OF THE ESSENCE.

Right of First Offer. In Subject to the event a Member desires provisions hereinafter set forth and subject and subordinate to Transfer all or the rights of any part other tenant of its Interestthe Building, such Members Landlord hereby grants to Tenant the right to lease, on the terms and conditions hereinafter set forth, 30,000 square feet of space adjacent to the Premises (as shall be determined by Landlord) (the “Selling Member”"First Offer Space"), if such space becomes available for leasing during the Term of this Lease and, at a subsequent time (to be determined by Landlord) during the Term, an additional 30,000 square feet of space adjacent to the Premises (as shall first deliver a be determined by Landlord) (the "Second Offer Space"), if such space becomes available for leasing during the Term of this Lease. If, during the Term of the Lease, Landlord elects to market the First Offer Space or the Second Offer Space to third parties, Landlord shall give Tenant written notice that the First Offer Space or the Second Offer Space is available for leasing. If, within ten (10) business days after the “Section 11.1 Notice”) delivery of such notice, Tenant shall give Landlord written notice that Tenant elects to the other Member (the “Second Member”) which notice shall specify the portion negotiate a lease of the Selling Member’s Interest First Offer Space or the Second Offer Space, as the case may be, Landlord shall not offer such space for rent to be sold a third party for ten (the “Offered Interest”). Within thirty (3010) days after Tenant gives Landlord notice of its receipt of desire to negotiate a lease for the Section 11.1 Notice, First Offer Space or the Second Member shall have Offer Space. Tenant may only lease the right to offer to purchase (the “First Offer”) allentire, but not less than allthe entire, First Offer Space or Second Offer Space. During said ten (10) day period, Landlord and Tenant shall negotiate a lease for the First Offer Space or the Second Offer Space, as the case may be, in good faith. If Tenant gives Landlord notice that it does not elect to negotiate a lease for such First Offer Space or Second Offer Space or if, within ten (10) days following Landlord's receipt of notice that Tenant desires to negotiate a lease for the First Offer Space or the Second Offer Space, as the case may be, the Offered Interest at parties shall fail to agree on the terms of a price payable only in case (the “First Offer Price”) lease therefor, this right of first offer shall terminate and be of no force and effect and Landlord may lease such space to a third party on such other terms and conditions as shall be set forth in Landlord may desire. The Base Rent for the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Offer Space and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Space shall be delivered, free and clear of all Liens which may have been imposed on at the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Fair Market Rental Rate for each respective space.

Right of First Offer. In (a) Landlord is currently leasing approximately 200,000 square feet of space (the event a Member desires "Michigan Space") in the Building to Transfer Michigan Distribution Centers, Inc. (the "Michigan Lease"). If Landlord does not renew or extend the Michigan Lease for all or any part of its Interestthe Michigan Space, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member Tenant shall have the right of first offer ("Right of First Offer") to offer to purchase lease all or any portion of the Michigan Space (the “First Offer”"Offer Space") all, but not less than all, on the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other same terms and conditions as shall be set forth contained in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate Lease provided (i) Tenant is not in default under any of the terms of the Lease beyond the applicable cure period and (ii) the Annual Basic Rent for the Offer Space shall not exceed, on a third party per square foot basis, 110% of the per square foot rent then being paid by Tenant under the Lease. Landlord shall have the obligation to purchase notify Tenant in writing of the availability of all or any portion of the Offered Interest which the purchasing Member has committed Offer Space before Landlord advertises its availability to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a any third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Companyparty. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member Tenant shall have one hundred and twenty fifteen (12015) days (or such longer period, if any, required from the receipt of Landlord's notice to obtain any necessary Regulatory Approval or notify Landlord in writing that the Tenant wishes to remove any Liens) following such rejection within which to consummate lease the sale of Offer Space upon the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon same terms and conditions no less favorable than those specified as contained in the Lease. In the event that Tenant does not exercise its Right of First OfferOffer within the 15 days as set forth above, Tenant shall have two (2) additional successive periods, each of 15 days, to the extent the date on which Tenant must exercise its Right of First Offer provided Tenant informs Landlord that Tenant needs such additional time. If no Tenant fails to exercise such sale occurs Right of First Offer within such 120-day period (or longer period as described the time periods provided above), the Offered Interest Right of First Offer shall again be subject to all of the restrictions set forth in this Section 11.1(b)terminate.

Right of First Offer. In Provided Tenant is not then in Default hereunder, and provided further that Tenant is occupying the event a Member desires to Transfer all entire Premises and has not assigned or sublet any part of its Interestinterest in the Lease (except in connection with a Permitted Transfer of this Lease to an Affiliate as described in Section 9.1(e) hereof), such Members Landlord hereby grants Tenant the continuing right (“First Right”) to lease, during the initial 120 month Term of this Lease, any available space in the 15525 Building (excluding the 15525 Premises) (“First Right Space”) in accordance with and subject to the provisions of this Section; provided however, this First Right shall cease to be effective during the final 12 months of the Term. It is understood, however, that Xxxxxx’s First Right is expressly conditioned upon (a) the prior delivery by Tenant of written notice to Landlord in good faith of Tenant’s need for additional space (the “Selling MemberSpace Requirement Notice”), which Space Requirement Notice shall be valid for a period of 6 months only (after which time period, Tenant must deliver an additional Space Requirement Notice to Landlord), and (b) Landlord, at the time Landlord receives such Space Requirement Notice, not then being in agreement with a third party to lease such First Right Space. If, at any time after the Commencement Date and following delivery of a Space Requirement Notice and while this First Right is in effect, Landlord desires to lease the First Right Space, or any portion thereof, to any third party, Landlord shall first deliver a give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Section 11.1 NoticeEconomic Terms”) ), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. It is understood that should Landlord intend to lease other Member (office space in addition to the “Second Member”) which First Right Space as part of a single transaction, then Landlord’s notice shall specify so provide and all such space shall collectively be subject to the portion of the Selling Member’s Interest to be sold (the “Offered Interest”)following provisions. Within thirty (30) 5 business days after its receipt of the Section 11.1 NoticeLandlord’s notice, the Second Member Tenant must give Landlord written notice pursuant to which Tenant shall have the right elect to offer to purchase (the “First Offer”i) lease all, but not less than all, of the Offered Interest at a price payable only space specified in case Landlord’s notice (the “First Offer PriceDesignated Space”) upon such Economic Terms and on such other terms and conditions the same non-Economic Terms as shall be set forth in this Lease; (ii) refuse to lease the First OfferDesignated Space, specifying that such refusal is not based upon the Economic Terms, but upon Xxxxxx’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. Within thirty (30) days after its receipt of In the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing event that Xxxxxx does not so respond in writing to be held at a time not later than sixty (60) days (or such longer Landlord’s notice within said period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Tenant shall be delivered, free and clear of all Liens which may deemed to have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Priceelected clause (ii) above. In order Any notice given by Tenant pursuant to comply with applicable regulatory requirements, the purchasing Member may designate either clause (i) or clause (iii) above shall be accompanied by Xxxxxx’s audited financial statements for the two most recent twelve month periods, inclusive of Tenant’s most current balance sheet; should such statements reveal that Xxxxxx’s net worth has materially decreased since the execution of this Lease, then Landlord shall have no obligation to lease the Designated Space to Tenant and may instead lease same to a third party. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. Tenant’s failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Designated Space, to lease such space to a third party, and/or to pursue any other available legal remedy. In the event that Landlord leases the First Right Space, or any portion thereof, to a third party in accordance with the provisions of this Section, and during the effective period of this First Right the First Right Space, or any portion thereof, shall again become available for releasing, then prior to purchase Landlord entering into any such new lease with a third party other than the then-current occupant thereof for the First Right Space, Landlord shall repeat the procedures specified above in this Section. Notwithstanding the foregoing, it is understood that Xxxxxx’s First Right shall be subject to any extension or expansion rights previously granted by Landlord to any third party tenant in the Building, as well as to any such rights which may hereafter be granted by Landlord to any third party tenant now or hereafter occupying the First Right Space or any portion thereof, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the Offered Interest which First Right Space to the purchasing Member has committed then-current occupant thereof. Tenant’s rights under this Section shall be personal to purchase hereunder if the Offered Interest constitutes all original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease to an Affiliate as described in Section 9.1(e) hereof). Any other attempted assignment or transfer shall be void and of no force or effect. Time is specifically made of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion essence of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Section.

Right of First Offer. In Lessor herein grants to Lessee the event a Member desires right of first offer to Transfer all or lease any part space on the 11th floor which becomes available during the term of its Interestthis lease. Promptly after Lessor becomes aware that any 11th floor space will become available, such Members (but no earlier than 6 months before the “Selling Member”) space becomes available, Lessor shall first deliver a give Lessee written notice (of the “Section 11.1 Notice”) to the other Member (the “Second Member”) which upcoming, availability. The notice shall specify contain an offer by Lessor to lease the portion space to Lessee for a base rent equal to 90% of the Selling Member’s Interest fair market rental value of the space on the date of Lessor's offer to Lessee, determined in accordance with the second sentence of Paragraph 41(ii), for a term to expire on the date this lease expires, with a Base Year to be sold (the “Offered Interest”). Within thirty (30) days after its receipt calendar year in which the leasing of the Section 11.1 Noticespace commences, and otherwise on substantially the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other same terms and conditions as are contained in this lease. Lessee shall be set forth in the First Offer. Within thirty (30) have until 60 days after its receipt of the First Offer, the Selling Members shall either accept receiving Lessor's offer to elect to lease all or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which offered space and to execute a binding lease therefor. If Lessee shall fail to timely make such election and execute such lease, Lessee's rights with respect to the purchasing Member has committed to purchase hereunder if refused space shall expire until the Offered Interest constitutes all earlier of the Selling Member’s equity and debt interest in date that is 6 months after the Companydate of Lessor's offer with respect to the space, or (ii) provided Lessor shall not have leased the space to a third party reasonably acceptable during the 6-month period, or the date when Lessor becomes aware that the space will once again become available, when Lessee's rights under this paragraph with respect to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member space shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)revive.

Right of First Offer. (a) In connection with any Permitted Acquisition which is financed with debt (“Acquisition Debt”), the event Lenders shall be offered the first opportunity, prior to the Borrowers soliciting from, offering opportunities or accepting offers to or from any other lender, to provide such Acquisition Debt. The Borrowers shall provide such information as the Lenders may reasonably request in order to permit the Lenders to propose terms for such Acquisition Debt (it being understood and agreed that the delivery requirements in this clause shall be subject to (x) customary access agreements for third party reports and (y) the execution and delivery by the Lenders of a Member desires customary confidentiality agreement for all non-Borrower information) to Transfer all or the Lenders as promptly as such materials are available (collectively the “Diligence Materials”). The Lenders shall have five (5) days after receipt of the Diligence Materials to advise the Borrowers, in writing, if they have an interest (which shall not constitute any part obligation) to provide such Acquisition Debt (a “Notice of its Interest”) and fifteen (15) Business Days after delivery of a Notice of Interest to the Borrowers to make an offer to provide such Acquisition Debt in writing to the Borrowers, which offer will set forth the material terms, and economics of such Members Acquisition Debt (the “Selling MemberAcquisition Debt Offer”) ). The Borrowers will in good faith negotiate the terms of the Acquisition Debt Offer. During such negotiation, the Borrowers shall first deliver a written notice not solicit, offer any opportunities or accept any other offer, to provide such Acquisition Debt to or from any other lenders (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered InterestExclusivity Period”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions Notwithstanding anything set forth in this Section 11.1(b)2.09 to the contrary, if a Notice of Interest is not delivered to Borrowers as and when required hereby, the Lenders rights under this Section 2.09 shall not be exclusive and Borrowers may contact, negotiate with and obtain any such Acquisition Debt from any other Person so long as Borrowers continue to negotiate in good faith with Lenders for the provision of such Acquisition Debt.

Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) Subject to the other Member (rights of the “Second Member”) which notice shall specify the existing tenant of a portion of the Selling Member’s Interest First Offer Space, as hereinafter defined, and the rights of another tenant in the Building, MCI Telecommunications Corporation to lease the First Offer Space, all of which rights are prior to the rights of Tenant under this Paragraph C, and provided that at the time the First Offer Space first becomes available for reletting (i) Tenant is not in default, beyond the expiration of applicable notice and grace periods, of any of its obligations under the Lease, (ii) Tenant has not assigned the Lease or sublet more than thirty percent (30%) of the Premises then demised to Tenant (other than an assignment or subletting pursuant to the last sentence of Section 5.2 of the Lease) and (ii) the Lease is still in full force and effect, Landlord agrees not to enter into a lease or leases to relet the First Offer Space or any portion thereof without first giving to Tenant an opportunity to lease such space as hereinafter set forth. For the purposes of this Paragraph C, the "First Offer Space" shall be sold defined as the balance of the fifth (5/th/) floor of the “Offered Interest”Building which is not leased to Tenant, containing 3,298 rentable square feet, substantially as shown on Exhibit A attached hereto. When such First Offer Space becomes available for reletting, Landlord shall notify Tenant ("Landlord's Notice") of the availability of such space and shall advise Tenant of the business terms upon which Landlord is willing so to lease such space, except that the rent and other economic terms with respect to the First Offer Space shall be ninety-five percent (95%) of the then fair market rental and the term of the Lease in respect of the First Offer Space shall expire on November 30, 2005, unless sooner terminated or extended in accordance with the provisions of the Lease as herein amended (it being understood that Tenant's extension rights set forth in Section 12.15 of the Lease, as amended by Section II(1) of the Fourth Amendment of Lease, shall apply to the First Offer Space). Within If Tenant wishes to exercise Tenant's right of first offer, Tenant shall do so, if at all, by giving Landlord written notice of Tenant's desire to lease such space (Tenant having no right to lease less than the entire amount of such First Offer Space offered to Tenant) on such terms within ten (10) business days after receipt of Landlord's Notice to Tenant of the availability of such space and of such terms. If Tenant shall give such notice, the same shall constitute an agreement to enter into an amendment to the Lease to incorporate the entire amount of such First Offer Space into the Premises demised under the Lease within thirty (30) days after its receipt of Tenant's notice to Landlord. If Tenant shall not so exercise such right within such ten (10) business day period or Landlord and Tenant shall not execute an amendment to the Section 11.1 Notice, Lease to incorporate the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in Space into the First Offer. Within Premises within thirty (30) days after its receipt of Tenant's exercise of such right, time being of the First Offeressence, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member Tenant shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale no further right of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)first offer hereunder.

Right of First Offer. In If at any time prior to nine (9) months before the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion expiration of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 NoticeTerm, the Second Member Landlord shall have the right seek to offer to purchase lease the space covered by this Lease to third parties, Landlord shall provide Tenant with written notice of its intent to do so, and shall include in the notice a good faith summary of the terms on which it proposes to offer the space, including, without limitations, any terms that shall vary materially from the terms of this Lease. Provided there shall have been no Default under this Lease that shall remain uncured at the time that Tenant receives this notice, Tenant shall have ten (10) calendar days to accept or decline the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First OfferLandlord's written notice by written notice by Tenant to Landlord. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing Tenant fails to be held at a time not later than sixty accept Landlord's offer within such ten (6010) days (or such longer day period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest it shall be delivered, free and clear of all Liens which may deemed to have been imposed on declined to lease the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Companyspace. If the Selling Member rejects or does not timely accept the First OfferTenant accepts Landlord's offer, then the Selling Member parties shall enter into a new lease or an amendment of this Lease that shall incorporate the terms of Landlord's written offer to lease, within ten (10) business days after Tenant's acceptance. If Tenant declines or is deemed to have one hundred and twenty declined to Lease the space, or if Landlord's offer is not delivered nine (1209) days (or such longer period, if any, required months prior to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale expiration of the Offered Interest Term, Landlord may market the space at a price per share in cash greater than any time after Tenant declines the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in space or after the First Offer. If no such sale occurs within such 120-day period beginning nine (or longer period as described above), 9) months prior to the Offered Interest shall again be subject to all expiration of the restrictions set forth Term, on such terms as Landlord shall deem appropriate in its discretion, without any further obligation to Tenant under this Section 11.1(b)paragraph.

Right of First Offer. In Provided (i) there is no Lessee Event of Default under Section 11.1 of the event a Member desires to Transfer Lease Agreement at the time Offer Space is Available (as hereinafter defined), and (ii) Lessee has not subleased or assigned all or any part of its Interestthe Leased Premises at the time Offer Space is Available (as hereinafter defined), such Members Lessee shall have a right of first offer to 7,714 rentable square feet on the 13th floor of One Fasken Center, also known as Suite 1320, currently leased by Gulf Coast Oil & Gas Company ("Offer Space"), if Available, as hereinafter defined. As used herein, the “Selling Member”) shall first deliver a written notice (Offer Space is "Available" at the “Section 11.1 Notice”) to time in question if Gulf Coast Oil & Gas Company is not leasing or occupying the other Member (the “Second Member”) which notice shall specify the portion Offer Space, under any current or renewal term of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such lease or any other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offeragreement. If the Selling Member accepts Offer Space is Available, Lessor shall deliver notice thereof to Lessee (a "Offer Notice") setting forth (a) the First Offeranticipated commencement date of the lease of the Offer Space ("Offer Space Commencement Date"), (b) the term for the Offer Space, which shall be co-terminus with the Lease Term Extension Period for the Premises; provided, however, if less than thirty-six (36) months remain in the Lease Term Extension Period upon the Offer Space Commencement Date, the Selling Member term for the Entire Premises shall sellbe extended for a full thirty-six (36) months, (c) Lessee's proportionate share of the Operating Expenses and Taxes, (d) the Base Year for Operating Expenses and Tax Expenses for the Entire Premises and the Offer Space, (e) provided that thirty­ six (36) months remain in the Lease Term Extension Period, Lessor shall provide to Lessee an allowance in the amount of $15.00 per rentable square foot toward the cost of performing leasehold improvements in the Offer Space, which allowance shall be paid by Lessor to the contractors that perform the leasehold improvements in the Offer Space, following receipt by Lessor of the following bills covering all labor and materials expended and final waivers of lien, and (d) the Second Member shall purchaseBase Rent for the Offer Space, as hereinafter defined. The Base Rent for the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Space shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate greater of: (i) a third party to purchase any portion the fair market value per square foot of the Offered Interest which Offer Space as reasonably determined by Lessor pursuant to current market conditions in the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all Building as of the Selling Member’s equity and debt interest in date of the CompanyOffer Notice, or (ii) Lessee's escalated annual rate per square foot of the Entire Space as of the date of the Offer Notice. Within five (5) business days following Lessor's delivery of the Offer Notice, Lessee shall in writing elect to either (a) lease the Offer Space upon the terms set forth in the Offer Notice; or (ii) refuse to lease the Offer Space. If Lessee refuses to lease the Offer Space, fails to timely elect to lease, or does not respond in any manner, Lessee's right of first ofter shall be terminated in its entirety and Lessor shall have a third party reasonably acceptable right to the Selling Member to purchase lease all or any portion of Offer Space to anyone it desires. If Lessee elects to lease the Offered Interest which Offer Space upon the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest terms set forth in the Company. If Offer Notice, Lessee and Lessor shall, within ten (10) business days thereafter execute, an amendment to the Selling Member rejects or does not timely accept Lease Agreement to reflect the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)the Offer Notice.

Right of First Offer. In Tenant shall have the event a Member desires right of first -------------------- offer during the Lease Term to Transfer all lease any available space other than space leased to Tenant consisting of: (i) at least two thousand (2,000) rentable square feet in the 840 Building (the "840 First Offer Space"); and (ii) any space on the third (3rd), fourth (4th), or any part fifth (5th) floors of the 800 Building (the "800 First Offer Space"), pursuant to the following terms of this Section 1.1.6. ------------- Space in the Building shall be considered to be "available" if no other tenant is leasing such space, has the right to lease such space, to expand into such space, or to extend the term of its Interestlease for such space and with regard to space which is leased by a tenant, such Members (the “Selling Member”) space shall first deliver a written notice (the “Section 11.1 Notice”) be considered to the other Member (the “Second Member”) which notice shall specify the portion become available upon expiration of the Selling Member’s Interest term of such tenant's lease of such space only if Landlord and such tenant fail to be sold (reach agreement for the “Offered Interest”). Within extension of the term of such tenant's lease, whether pursuant to a formal extension option contained within such tenant's lease or, with respect to space in the Building other than space located on the fifth floor of the 800 Building, otherwise, in either case within thirty (30) days after its receipt such expiration date or such longer period of the Section 11.1 Noticetime as may be necessary in order to complete any arbitration, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be appraisal or similar procedure set forth in a formal extension option. The 840 First Offer Space and the 800 First Offer. Within thirty (30) days after its receipt Offer Space are sometimes referred to herein collectively as the "First Offer Space." If Tenant objects to Landlord's determination of the Fair Market Rental Value for any First OfferOffer Space within the applicable time period set forth below, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, then Tenant may elect to lease such space within such period and the Second Member Fair Market Rental Value shall purchase, be determined by arbitration in the Offered Interest at a closing manner provided in Section 2.2.3.1 through Section 2.2.3.7 hereof. Landlord and --------------- --------------- Tenant agree to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after use their good faith efforts to agree upon the Selling Member’s acceptance of Fair Market Rental Value for the applicable First Offer and at such location as may be mutually agreed upon, at which time Space during the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order applicable period prior to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)arbitration being instituted.

Right of First Offer. In If any space in the event a Member desires Building becomes available for lease during the Term (hereinafter referred to Transfer all as the "Available Space") or any part of its Interest, such Members (will become available for Lease within the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within next thirty (30) days, Landlord shall notify Tenant in writing (the "Notice of Available Space") of the terms and conditions upon which Landlord would consider leasing the Available Space to Tenant. Landlord shall state in the Notice of Available Space all of the material terms and conditions upon which it would consider leasing the Available Space to Tenant including, without limitation, the length of the term, the amount of the rent and the amount of the tenant improvement allowance (if any). Tenant shall have fifteen (15) days from after its Tenant's receipt of the Section 11.1 Notice, Notice of Available Space to notify Landlord in writing of its election to lease the Second Member shall have Available Space upon all of the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First OfferNotice of Available Space. Within thirty If Tenant timely notifies Landlord in writing of its election to lease the Available Space, then, within ten (3010) days after its receipt thereafter, Landlord and Tenant shall enter into a new lease for the Available Space or, at Landlord's sole election, amend this Lease to include the Available Space as part of the First Offer, the Selling Members shall either accept or reject the First OfferPremises. If Tenant fails to notify Landlord in writing of its election to lease the Selling Member accepts Available Space within the First Offerfifteen (15) day period referenced above or for any reason Landlord and Tenant fail to enter into a lease for the Available Space or amendment to this Lease, as applicable, within the Selling Member shall sellten (10) period referenced above, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Tenant shall be delivered, free deemed to have waived its right to lease the Available Space pursuant to this provision and clear of all Liens which Landlord may have been imposed on lease the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order space to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)party.

Right of First Offer. In During the event a Member desires Lease Term only, Tenant shall have the one (1) time right of first offer with respect to Transfer all or any part of its Interest, such Members the fifth (5th) floor space in the Building (the “Selling MemberOffering Space”), which Right of First Offer shall be subject and subordinate to any right of first offer, first refusal, expansion, extension of like or similar right existing as of the date of this Lease, and shall be exercised as follows: at any time after Landlord has determined that the existing tenant in any portion of the Offering Space will not extend or renew the term of its lease for the Offering Space (but prior to leasing such Offering Space to a party other than the existing tenant or a party holding a Superior Right), Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such portion of the Offering Space to Tenant for the remainder of the Lease Term, including any extension (subject to the provisions set forth below). Tenant may lease such portion of the Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (“Notice of Exercise”) within fifteen (15) business days after the date of the Advice. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, and Landlord may lease all or a portion of the Offering Space to third parties on such terms as Landlord may elect (“Third Party Lease”); provided, however, if during the 180-day period following the initial delivery of the Advice to Tenant, either (x) the rentable square footage of the Offering Space to be leased changes by greater than ten percent (10%) or (y) the Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than ten percent (10%) more favorable to the tenant than the Economic Terms offered by Landlord to Tenant (as such Economic Terms are adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party), then Landlord shall first deliver a make an offer of such more favorable Economic Terms (as such Economic Terms are adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the “New Offer Terms”) to Tenant by written notice (the “Section 11.1 Additional Notice”) to setting forth the other Member New Offer Terms, and Tenant shall have five (the “Second Member”5) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) business days after its from Tenant's receipt of the Section 11.1 Notice, Additional Notice to accept the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First New Offer Price”) and on such other terms and conditions as shall be Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First OfferOffer Space which does not require Landlord to deliver another First Offer Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such right of first offer, as applicable). Within thirty (30) days after its receipt As used in this Right of the First Offer, "Economic Terms" shall refer to the Selling Members shall either accept net, aggregated cost to Tenant or reject another party, on a present value basis, of the First Offer. If effect of the Selling Member accepts following terms for any particular Offering Space: (x) the First Offer, rental rate (including additional rent and considering any “base year” or “expense stop” applicable thereto); (y) the Selling Member shall sell, and amount of any improvement allowance or the Second Member shall purchase, the Offered Interest at a closing value of any work to be held at performed by Landlord in connection with the lease of such Offering Space (which amount is a time not later than sixty (60) days (deduction from the cost to Tenant or such longer period, if any, pending any necessary Regulatory Approval or removal other party); and (z) the amount of Liens) after free rent (which amount is a deduction from the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order cost to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (Tenant or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(bparty).

Right of First Offer. In the event a Member that Tune or any Permitted Transferee of Tune desires to Transfer Dispose of any or all of the Tune Partnership Interest at any time or from time to time after the end of the Restricted Period to a Person other than a Permitted Transferee, it shall notify MTVNS in writing of such desire at least 30 days prior to making any part of such Disposition. MTVNS or its Interestdesignee may, at any time during such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) 30-day period prior to the other Member (the “Second Member”) which notice shall specify the any such desired Disposition make an offer to purchase such portion of the Selling Member’s Tune Partnership Interest that Tune or its Permitted Transferee has indicated it desires to Dispose of, which offer, if accepted, shall constitute a valid and binding agreement subject to the applicable provisions of Section 8.06. Tune or any Permitted Transferee of Tune shall, if requested by MTVNS, negotiate in good faith for a 30-day period following the delivery of such notice by MTVNS or its designee (the "Negotiation Period") to reach an agreement for the sale of the Tune Partnership Interest to MTVNS. If no such agreement is reached, MTVNS may confirm its prior offer or make a new offer to Tune regarding the purchase of such portion of the Tune Partnership Interest, which reconfirmed or new offer, if made, shall, if accepted, constitute a valid and binding agreement subject to the applicable provisions of Section 8.06. If Tune or its Permitted Transferee elects to accept such offer, it shall do so on the terms and subject to the conditions specified in such offer (but MTVNS or its designee shall be sold (obligated to pay interest on the “Offered Interest”). Within thirty (30) purchase price for any period from 90 days after acceptance of such offer until the consummation thereof at an annual rate equal to LIBOR plus 1% unless the delay in such consummation is primarily attributable to any act or failure to take a required action on the part of Tune or such Permitted Transferee); if it elects not to accept such offer or if MTVNS fails to make any such offer, Tune or its Permitted Transferee may, for a period of 180 days (or 270 days, if pursuant to a binding agreement entered into within 100 days) after the earlier of (i) the receipt of the Section 11.1 Noticelast bona fide offer from MTVNS or its designee or (ii) the expiration of the Negotiation Period or the 30 day prior notice period, if MTVNS does not request it to negotiate, Dispose of or agree to Dispose of any or all of its Partnership Interest to any Person other than MTVNS or its designee (x) if no such offer was made by MTVNS or its designee, at any price or on any terms or conditions subject to compliance with the Second Member shall have the right to applicable provisions of this Agreement, or (y) if any such offer to purchase was made, on terms (the “First Offer”) all, but not less than all, the Offered Interest at a including price payable only in case (the “First Offer Price”evaluated on an after-tax basis)) and on such other terms and conditions conditions, taken as shall be a whole, which are no more favorable to the transferee than those set forth in the First Offer. Within thirty (30) days after last bona fide offer made by MTVNS or its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)designee.

Right of First Offer. In (1) Provided Tenant is not then in default under the event terms, covenants and conditions of this Lease, Tenant shall have a Member desires to Transfer all or any part one time right of its Interest, such Members offer (the “Selling MemberOffer Right”) shall first deliver a written notice to lease approximately 10,655 rentable square feet consisting of the entire fifth (5th) floor of the Building (the “Section 11.1 NoticeOffer Space”) to at such time as such Offer Space becomes Available (defined below). The Offer Space is depicted on Exhibit F attached hereto. Tenant’s Offer Right shall be exercised as follows: at any time after Landlord has determined that the other Member Offer Space has become Available, Landlord shall advise Tenant (the “Second MemberAdvice”) which notice shall specify the portion of the Selling Member’s Interest terms under which Landlord is prepared to be sold (lease such Offer Space to Tenant on the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First OfferAdvice, which terms shall reflect the Prevailing Market (hereinafter defined) rate for the Offer Space as reasonably determined by Landlord. Within thirty For purposes hereof, the Offer Space shall be deemed to become “Available” when the third-party tenant of the Offer Space will not extend or renew the term of its lease, or 42 enter into a new lease, for the Offer Space. Tenant may lease such Offer Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (30the “Notice of Exercise”) within seven (7) days after its receipt the date of the First OfferAdvice, failing which Landlord may lease the subject Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to such subject Offer Space. Notwithstanding the foregoing, Tenant shall once again have an Offer Right with respect to the subject Offer Space if, within six (6) months following the date of the Advice, Landlord proposes to lease the subject Offer Space to any potential unrelated third party tenant on terms that are substantially different than those set forth in Landlord’s Advice. For purposes hereof, the Selling Members terms offered to a potential tenant shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing be deemed to be held at substantially the same as those set forth in Landlord’s Advice as long as there is no more than a time not later than sixty fifteen percent (6015%) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after reduction in the Selling Member’s acceptance "bottom line" cost per rentable square foot of the First subject Offer and at such location as may be mutually agreed upon, at which time Space to the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected potential tenant when compared with the financing or operation of the Company itself"bottom line" cost per rentable square foot under Landlord’s Advise, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes considering all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion economic terms of the Offered Interest which both deals, respectively, including, without limitation, the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity net rent, any tax or expense escalation or other financial escalation and debt interest in the Companyany financial concessions, including, without limitation, improvement allowances and abated rent. If Tenant exercises its Offer Right for the Selling Member rejects or does not timely accept Offer Space in accordance with the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in of this Paragraph 34.H, effective as of the First Offer. If no date Landlord delivers the subject Offer Space, such sale occurs Offer Space shall automatically be included within such 120-day period (or longer period as described above), the Offered Interest shall again be Premises and subject to all the terms and conditions of the restrictions this Lease, except as set forth in this Section 11.1(b).Landlord's notice and as follows:

Right of First Offer. In Provided Tenant is not then in default hereunder, Landlord hereby grants Tenant a one-time right ("First Right") to lease approximately 12,149 rentable square feet of space in the event a Member desires building located at 1061 Camelback Road as shown on Exhibit A-1 attached herexx ("Xxxxx Xxxxx Xxace") in accordance with and subject to Transfer all the provisions of this Section 2.4. At such time as the First Right Space is available for re-leasing following the vacation of the First Right Space or waiver of any pre-existing rights as to the First Right Space by an existing third party tenant (including the "Existing Tenant" as defined below), but prior to leasing the First Right Space or any portion thereof to any other party, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, and tenant improvement allowance (collectively, the "Economic Terms"), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant's benefit. It is understood that should Landlord intend to lease other space in addition to the First Right Space as part of its Interesta single transaction, then Landlord's notice shall so provide and all such Members space shall collectively be subject to the following provisions. Within five (the “Selling Member”5) shall first deliver a business days after receipt of Landlord's notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (the “Section 11.1 Notice”i) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) lease all, but not less than all, of the Offered Interest at a price payable only space specified in case Landlord's notice (the “First Offer Price”"Designated Space") upon such Economic Terms and on such other terms and conditions the same non-Economic Terms as shall be set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant's lack of need for the Designated Space, in which event Tenant s First Right as to the Designated Space shall be terminated and of no further force and effect and Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord's notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are " materially less favorable" to such party than those Economic Terms proposed by Tenant (that is, less favorable by more than five percent (5%) compared with the Economic Terms proposed by Tenant). Should Landlord so elect to lease the Designated Space to Tenant, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within ten (10) days. Tenant's failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant's commitment to lease the Designated Space, to lease such space to a third party, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant's First Right shall be subordinate to the right of the existing tenant occupying the First Offer. Within thirty Right Space, Interior Design Institute (30the "Existing Tenant") days after to extend the term of its receipt lease as to the First Right Space; provided, however, that Landlord agrees that in the event that the Existing Tenant shall not exercise its right to extend the term of its lease as to the First Right Space on or before September 15, 1998, or in the event that Landlord and the Existing Tenant shall not have agreed upon the terms for an extension of the Existing Tenant s lease of the First OfferRight Space on or before September 15, the Selling Members 1998, then Tenant s First Right shall either accept or reject thereafter be deemed superior to said Existing Tenant s right to lease the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sellRight Space, and the Second Member thereafter before Landlord shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (lease all or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which First Right Space to the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all Existing Tenant, Landlord shall first give Tenant notice of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable Economic Terms upon which Landlord is willing to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept lease the First Offer, then the Selling Member Right Space and Tenant shall have one hundred and twenty (120) days (or such longer period, if any, required the right to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than exercise the First Offer Price and in Right, all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth more particularly provided in this Section 11.1(b2.4. Tenant s rights under this Section 2.4 shall belong solely to Ambassador Performance Group, Inc., a Delaware corporation, and may not be assigned or transferred by it except to an entity controlling, controlled by or under common control with Ambassador Performance Group, Inc., or as a result of a merger by Ambassador Performance Group, Inc. with or into another entity (collectively, a "Tenant Affiliate" herein). Any attempted assignment or transfer shall be void and of no force or effect.

Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) Subject to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as of this Section 1.1(c), Tenant shall be set forth have a limited right of first offer to -------------- include within the Premises any space which becomes available in the First OfferSouth Building or the East Building (the "Offer Space"). Within thirty Tenant may not exercise its right to lease any Offer Space during any time during which (301) days after its receipt an Event of the First Offer, the Selling Members shall either accept Default is outstanding under this Lease or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Tenant has received written notice of default under Section 13.1 and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or cured such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Companydefault, or (ii2) a third party reasonably acceptable Tenant has ------------ subleased or permitted other parties (other than Permitted Transferees) to the Selling Member to purchase any portion occupy more than thirty-three percent (33%) of the Offered Interest which Premises during the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all first three (3) years of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects Term or does not timely accept the First Offer, then the Selling Member shall have one hundred and more than twenty percent (12020%) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First OfferPremises thereafter. If no such sale occurs within such 120-day period (or longer period as described aboveFor purposes of this Section 1.1(c), the Offered Interest phrase "any space which -------------- becomes available" shall again mean any space in the South Building or the East Building which is vacant at the time of the Availability Notice, or is scheduled to be vacated within six (6) months of the Availability Notice. Tenant acknowledges that the Offer Space has been leased to other parties and Tenant's right to lease the Offer Space is subject to all of the restrictions terms and conditions of the lease with such tenants. Landlord shall not offer to lease nor lease any Offer Space to a party other than Tenant without first providing Tenant with written notice ("Availability Notice") that the Offer Space is available to lease or will be available to lease within the next six (6) months after the Availability Notice. Tenant shall have five (5) Business Days after receipt of an Availability Notice within which to notify Landlord in writing of Tenant's intent to lease all or a portion (subject to the qualifications set forth in the following sentence) of the Offer Space identified in such notice. Tenant may elect to include in the Premises all of the Offer Space identified in such Availability Notice or any whole floor increment of the Offer Space identified in such Availability Notice (starting with the floor located immediately above the Premises). If Tenant does not exercise its option with respect to the Offer Space described in an Availability Notice then Landlord may lease all or any portion of the space identified therein to a third party on any terms that Landlord may deem acceptable; provided, however, if such Offer Space has not been leased to a -------- ------- third party within six (6) months following the date of the Availability Notice, then Landlord shall provide a second and final Availability Notice to Tenant prior to again offering to lease such Offer Space to a party other than Tenant and Tenant shall have five (5) Business Days after receipt thereof within which to notify Landlord of its election to lease such Offer Space on the terms provided above. Any Offer Space leased by Tenant under this Section 11.1(b)1.1(c) shall be -------------- leased under all of the terms and conditions of this Lease except that (i) Base Rent for the Offer Space shall be equal to the Fair Market Rent determined pursuant to Section 2.6(b) below, (ii) Landlord shall deliver the space to -------------- Tenant as previously improved but Landlord shall have no obligation to install any Tenant Improvements in the space or to contribute any money towards any alteration or improvement thereof, (iii) Rent shall commence on the Offer Space on the day on which Landlord delivers the Offer Space to Tenant in a clean and vacant condition, and (iv) the term of the Lease with respect to the Offer Space shall be equal to the greater of (A) five (5) years, or (B) the balance of the term for the Premises initially leased hereunder plus two (2) years. Except as provided above, the Offer Space leased by Tenant under this Section 1.1(c) shall -------------- become part of the Premises and be governed by the terms of this Lease and shall have the same renewal options and services. If Tenant exercises any option to include Offer Space in the Premises, Xxxxxx's Proportionate Share shall be adjusted and upon Landlord's request, Tenant shall execute an amendment to this Lease or other written confirmation documenting the new Net Rentable Area and Useable Area in the Premises, Tenant's Proportionate Share of the Building and the Project, the termination date for such Offer Space and the applicable Base Rent for such space.

Right of First Offer. In If at any time during the event a Member desires Term of this Lease, LESSOR shall desire to Transfer lease any space on the first, third and fourth floors of the Building (the "First Offer Space"), LESSOR shall notify LESSEE and set forth the Fair Market Value terms and conditions on which LESSOR is willing to lease all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer Space, including, without limitation, rent, build-out allowance and at such location as may be mutually agreed uponother tenant incentives or inducements to lease, at which time the Offered Interest if any. The Terms shall be deliveredthe same as offered to other LESSEE'S with similar Rights of First Offer. Provided that the time of such exercise (i) there then exists no Default of LESSEE beyond applicable notice and cure periods, free (ii) this Lease is then if full force and clear of all Liens which may have been imposed on the Offered Interest effect, and are not connected with the financing or operation (iii) LESSEE is in actual occupancy of the Company itselfentire Premises demised thereunder, against payment LESSEE may, by giving notice in writing to LESSOR within five (5) Business Days after receipt of LESSOR'S notice, elect to lease the First Offer PriceSpace on the terms so offered by LESSOR. In order If LESSEE shall so elect to comply lease the First Offer Space, it shall within ten (10) days after such election enter into an amendment to this Lease incorporating the terms and contained in LESSOR'S notice. If LESSEE shall not elect to lease the First Offer Space within such five (5) Business Day period, or shall fail to enter into such amendment to this Lease within such ten-day period, LESSEE shall have no further rights under this section with applicable regulatory requirements, respect to the purchasing Member may designate (i) a third party First Offer Space and LESSOR shall be free to purchase lease any portion or all of such space to other parties. LESSEE'S rights under this section of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable lease shall be subordinate to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Companyexisting tenant's rights under this section, as set forth on Exhibit F attached hereto. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in Space remains unleased, LESSOR shall re-offer the First Offer. If no such sale occurs within such 120-day period space to LESSEE after two hundred forty (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)240) days.

Right of First Offer. In If, at any time during the event Term, Landlord shall desire to lease any space comprising a Member desires to Transfer all or any part of its InterestSuite 450 on the fourth floor of the Building, such Members as depicted on SCHEDULE 1A (the “Selling Member”"ROFO SPACE") to a third party, other than the existing tenant in any such space, and provided that there shall be no uncured Event of Default by Tenant under this Lease, Landlord shall first deliver a give Tenant written notice ("LANDLORD'S NOTICE") of the “Section 11.1 Notice”Business Terms (as hereinafter defined) upon which Landlord is planning to market the other Member ROFO Space. As used herein, "BUSINESS TERMS" means the lease term (the “Second Member”) which notice shall specify "ROFO TERM"), the portion base rental rate, operating cost stop or Base Year, tenant improvement allowance, number of rentable square feet, and the configuration of the Selling Member’s Interest to be sold (the “Offered Interest”)ROFO Space. Within thirty five (305) business days after its receipt of the Section 11.1 Landlord's Notice, the Second Member Tenant shall have the right right, by written notice to offer Landlord ("TENANT'S NOTICE") to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party waive its rights to purchase any portion the ROFO Space for purposes of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Companysubject Landlord's Notice, or (ii) accept the ROFO Space on the Business Terms set forth in Landlord's Notice. If Tenant fails to deliver Tenant's Notice within such five (5) business day period, Tenant shall be deemed to have waived its rights to the ROFO Space. If Tenant timely elects to accept the ROFO Space, Landlord and Tenant shall, within thirty 30) days from the date of Tenant's Notice, enter into a lease amendment with respect to the ROFO Space reflecting the Business Terms provided in Landlord's Notice. In the event Tenant elects to waive its rights (or is deemed to have waived its rights) as to any ROFO Space, Landlord shall have the absolute right to lease the ROFO Space to any other person or entity on any terms and conditions, and Tenant shall have no further rights with respect to the ROFO Space, unless (i) the ROFO Space has not been leased within 180 days following Landlord's Notice as to such ROFO Space, or (ii) Landlord proposed to lease the ROFO Space to a third party reasonably acceptable to the Selling Member to purchase any portion at a net effective rental rate that is less than 95% of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions rate set forth in Landlord's Notice. Tenant's rights under this Section 11.1(b)13.14 shall be personal to Tenant and shall not be assignable or assumable.

Right of First Offer. In (a) Provided that (i) no default has occurred and is then continuing beyond any applicable notice and cure period, and (ii) Tenant originally named herein or its Permitted Transferee remains in possession of a majority of the event a Member desires Leased Premises throughout the Lease Term, and subject to Transfer all or any part rights of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) other tenants to the Offer Space (as defined herein) existing as of the date hereof, and Landlord's right to renew or extend the lease term of any other Member (the “Second Member”) which notice shall specify tenant with respect to the portion of the Selling Member’s Interest to be sold Offer Space now or hereafter leased by such other tenant, Landlord shall, before entering into a lease with a third party for any available space located in the Building (the “Offered Interest”"Offer Space"), present Tenant with a cross-hatched exhibit showing the Offer Space (and labeled "Right of First Offer Space") and notify Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms and conditions upon which Landlord is willing to lease the Offer Space to Tenant ("Landlord's Notice"). Within Tenant shall have thirty (30) days after from its receipt of Landlord's Notice to deliver to Landlord a written notice agreeing to lease the Section 11.1 Notice, Offer Space on the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth contained in Landlord's Notice ("Tenant's Acceptance"). In the First Offer. Within event Tenant fails to deliver Tenant's Acceptance to Landlord within said thirty (30) days after its receipt day period, such failure shall be conclusively deemed a rejection of the First OfferOffer Space and a waiver by Tenant of this right of first offer, whereupon, except as provided in (c) below, Tenant shall have no further rights with respect to the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Offer Space and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Landlord shall be delivered, free and clear of all Liens which may have been imposed on to lease the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order Space to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)party.

Right of First Offer. In Section 45.01.(a) Subject to the further provisions of this Article 45 and provided and on condition that (i) this Lease shall then be in full force and effect, (ii) Tenant shall not be in monetary default or other material default hereunder or under any other lease then in effect between Landlord and Tenant affecting space in the Building, (iii) no condition exists which, with the passage of time or the giving of notice, or both, would constitute a material default by Tenant hereunder, (iv) the Offer Space (as hereinafter defined) is initially leased to a third party non-related tenant (“Existing Offer Space Tenant”) and, thereafter has become available for further leasing, (v) Tenant shall be in actual occupancy of all space then being leased by Tenant hereunder, and (vi) there shall be at least five (5) years remaining in the Demised Term, the parties hereto agree that in the event a Member desires that the approximate 4,500 rentable square foot northwest portion of the 12th floor of the Building (as cross hatched on Exhibit A-1 annexed hereto) will thereafter become fully vacant and untenanted during the term of this Lease and Landlord shall desire, in its sole discretion, to Transfer all or any part lease same, then Tenant shall have the single, non-recurring right (“Right of its Interest, First Offer”) as to such Members fully vacant and untenanted space (the “Selling MemberOffer Space”) shall first deliver a to have Landlord submit written notice (the “Section 11.1 Lease Notice”) to Tenant of Landlord’s desire to lease the other Member (Offer Space, on an “as is” basis, for the “Second Member”) which notice shall specify the portion remainder of the Selling Member’s Interest Demised Term at the annual Base Rent equal to be sold the fair market base rental value of the Offer Space, determined at the time and in the manner provided for below (the “Offered InterestOffer Rental”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member which Lease Notice shall have the right to be deemed an offer to purchase (Tenant to lease the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Space.

Right of First Offer. Landlord hereby grants to Tenant but specifically not to any subtenant or any assignee (that is not a Permitted Transferee) the following right with regard to the Premises or any portion thereof so long as in any case (i) there does not then exist an Event of Default under this Lease, (ii) this Lease is in full force and effect, and (iii) Tenant is then leasing at least seventy-five percent (75%) of the Premises. In the event a Member desires Landlord shall decide to Transfer all offer for sale the Premises, or any part portion thereof, Landlord shall forthwith give notice to Tenant of its Interest, such Members intention to sell the same at Landlord's specified price (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”"Landlord's Price"). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member Tenant shall have the right right, for a period of fifteen (15) calendar days, or in the last year of the Term or of any Extended Term for a period of ten (10) calendar days, after such notice of intention to offer sell, to purchase notify Landlord of Tenant's interest in purchasing the same at Landlord's Price. If (the “First Offer”i) allTenant so notifies Landlord in writing, but not less than all, the Offered Interest at a price payable only in case and (the “First Offer Price”ii) Landlord and Tenant agree on such other terms and conditions as of purchase and sale within fifteen (15) calendar days of such Tenant notification, or in the last year of the Term or of any Extended Term within ten (10) calendar days of such Tenant notification, Tenant shall post with Landlord a ten percent (10%) deposit and the Premises, or such portion thereof, shall be set forth sold by Landlord to Tenant, in the First Offer. Within thirty (30) days after its receipt same condition as at the time of the First Offerposting of the deposit, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than within sixty (60) days of Tenant's acceptance at that price and upon those terms and conditions. If Tenant does not accept Landlord's Price, Tenant may within a period of fifteen (15) calendar days, or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after in the Selling Member’s acceptance last year of the First Offer and at Term or of any Extended Term ten (10) calendar days, after such location as may be mutually agreed uponnotice of Landlord's intention to sell, at which time specify a price to Landlord (the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer "Tenant's Price"). In order to comply with applicable regulatory requirements, the purchasing Member may designate If (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity Tenant so notifies Landlord, and debt interest in the Company, or (ii) a third party reasonably acceptable to Landlord and Tenant agree on the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Tenant's Price and in all other respects upon terms and conditions no less favorable than those specified of purchase and sale within fifteen (15) calendar days of said Tenant notification, or in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all last year of the restrictions set forth Term or of any Extended Term within ten (10) calendar days of said Tenant notification, Tenant shall post with Landlord a ten percent (10%) deposit and the Premises, or such portion thereof, shall be sold by Landlord to Tenant, in the same condition as at the time of the posting of the deposit, within sixty (60) calendar days of such Tenant's offer at the Tenant's Price. Provided, however, that if Tenant thereafter defaults in its obligations to Landlord under this Section 11.1(b).subsection, Landlord shall retain as liquidated damages the Tenant's deposit and all interest earned thereon, and Tenant shall pay to Landlord as additional rent hereunder the costs and

Right of First Offer. In During the event initial term of this Lease, Tenant shall have a Member desires to Transfer all or any part one time right of its Interest, such Members first offer (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion Right of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) allto lease space contiguous to the Premises, but as identified on the space plan attached hereto as Exhibit F (the “Offer Space”) subject to the following conditions. At the time Tenant exercises the Right of First Offer, (i) the Lease must be in full force and effect; (ii) Tenant shall not less than allbe in Default under the Lease beyond any applicable notice and cure period; nor shall Tenant be in Default under the Lease beyond any applicable notice and cure period, at the Offered Interest Commencement Date, as defined hereinbelow for the Offer Space; and (iii) Tenant’s then current financial condition, as revealed by its most recent financial statements (which shall include quarterly and annual financial statements, including income statements, balance sheets, and cash flow statements), must demonstrate that either (a) Tenant’s net worth is at a price payable only least equal to its net worth at the time this Lease was signed; or (b) Tenant meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Clause, after the Offer Space has or will “become available” for leasing by the Landlord (as defined below), Landlord shall not, during the initial term of this Lease, lease to another tenant the Offer Space without first offering Tenant the right to lease the Offer Space. The Offer Space shall be deemed to “become available” when the lease for the current tenant of the Offer Space expires or is otherwise terminated. The Offer Space shall not be deemed to “become available” if the space is either assigned or subleased by the current tenant of the space; or re-let by the current tenant of the space by renewal, extension, or renegotiation. Landlord shall not lease the Offer Space to another tenant unless and until Landlord has first offered the Offer Space to Tenant in case writing (the “First Offer PriceLeasing Notice”) and Tenant either rejects such offer or a period often (10) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements as required herein, whichever occurs first. The First Offer Leasing Notice shall contain (i) the date on such other which the Landlord expects the Offer Space to become available; (ii) the Base Rent for the Offer Space, and (iii) the Tenant’s increased pro rata share of Operating Expenses and Real Estate Taxes. If Tenant timely delivers to Landlord written notice of Tenant’s exercise of the Right of First Offer for all of the Offer Space, along with Tenant’s financial statements as required herein, and Landlord determines that Tenant meets all of the conditions provided in this Clause, then the Offer Space shall be deemed added to the Premises and subject to the terms and conditions as shall be in the Lease, with the exception of those Lease modifications set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offerherein. If the Selling Member accepts the First Offer, the Selling Member shall sell, Tenant declines or fails to duly and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal timely exercise its Right of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order fails to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes meet all of the Selling Member’s equity conditions provided in this Clause, this Right of First Offer shall expire, and debt interest Landlord shall thereafter be free to lease the Offer Space in the Company, portions or (ii) a third in its entirety to any third-party reasonably acceptable tenant at any time without regard to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity restrictions in this Clause and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon on whatever terms and conditions no less favorable than those specified Landlord may decide in the First Offerits sole discretion. If no such sale occurs within such 120-Tenant leases the Offer Space pursuant to the terms of this Clause, all the obligations, terms, and conditions under the Lease shall also apply to the Offer Space except that the commencement date of the Lease for the Offer Space (the “Offer Space Commencement Date”) shall be the day period (the Offer Space is delivered to the Tenant broom clean, free of tenants or longer period other occupants, and in its then “as described above)is” condition; as of the Offer Space Commencement Date the Offer Space shall be deemed part of the Premises, and Tenant’s pro rata share of Operating Charges and Real Estate Taxes shall be increased to an amount computed by dividing the amount deemed by Landlord to be the total of the rentable square footage of the Premises, including the Offer Space, by the amount deemed by Landlord to be the rentable square footage of the Building, and expressing the fraction as a percentage. As of the Offer Space Commencement Date, the Offered Interest Base Rent shall again be subject increased to all an amount computed by multiplying the square footage dollar amount that Landlord desires to charge for the Offer Space by the number of the restrictions set forth rentable square feet deemed by Landlord to be contained in Offer Space taken by Tenant. [The remainder of this Section 11.1(b)space is intentionally left blank.]

Right of First Offer. In Provided that, at the event a Member desires time Tenant is entitled to Transfer all or any benefit under this Section, there exists no Event of Default on the part of its InterestTenant under this Lease nor any condition that with the giving of notice or the passage of time or both would constitute an Event of Default on the part of Tenant under this Lease, such Members Landlord agrees that it will offer to lease any unleased portion of the Project contiguous to the Premises (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 NoticeAdditional Space”) to Tenant prior to offering the Additional Space to any other Member person. Tenant shall have five (the “Second Member”5) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) business days after its the receipt of the Section 11.1 Notice, the Second Member shall have the right to such offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offersame. Tenant’s failure to accept the same in writing unconditionally and without change within such five (5) business-day period shall constitute a rejection of such offer. The rental rate and term of occupancy applicable to the Additional Space shall be as determined by Landlord in its sole discretion. If the Selling Member accepts the First OfferLandlord’s offer is rejected or deemed rejected, the Selling Member Landlord shall sellbe free to let the Additional Space to any person, on terms and conditions determined by Landlord (which may be more or less advantageous than those offered to Tenant). If Landlord has not received a proposal from a potential tenant that leads to the Second Member shall purchase, consummation of a lease for the Offered Interest at a closing to be held at a time not later than sixty Additional Space within six (606) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance months of the First Offer and at such location as may be mutually agreed upondate Tenant rejects or is deemed to have rejected Landlord’s offer, at which time then Landlord shall not let the Offered Interest Additional Space without re-offering the same to Tenant pursuant to the terms of this Section. No brokerage commissions or fees shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are payable by Landlord in connection with any such expansion. This Section shall not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate apply (i) a third party to purchase any portion use or leasing of the Offered Interest which Additional Space by Landlord or any affiliate of Landlord, (ii) to the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all renewal or modification of the Selling Member’s equity and debt interest in the Companylease of any existing tenant, or (iiiii) a third party reasonably acceptable the exercise of any option to extend the Selling Member to purchase term of any portion lease or exercise of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all or any other right by any existing tenant. The Right of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth provided in this Section 11.1(b)is personal to Tenant, the original tenant, and can not be transferred to, or exercised, by any other person or entity. Additionally, this Right of First Offer shall expire on the expiration or earlier termination of the Term of this Lease.

Right of First Offer. In (a) Provided that (i) no default has occurred and is then continuing, (ii) the event a Member desires creditworthiness of Tenant is then reasonably acceptable to Transfer all Landlord, and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of the Leased Premises, and subject to any part rights of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) other tenants to the Offer Space (as defined herein) and Landlord's right to renew or extend the lease term of any other Member (the “Second Member”) which notice shall specify tenant with respect to the portion of the Selling Member’s Interest Offer Space now or hereafter leased by such other tenant, Landlord shall, before entering into a lease with a third party for the space located in the Building contiguous to be sold the Leased Premises as shown on the attached Exhibit E (the “Offered Interest”"Offer Space"), notify Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms and conditions upon which Landlord is willing to lease the Offer Space to Tenant ("Landlord's Notice"). Within thirty Tenant shall have five (305) business days after from its receipt of Landlord's Notice to deliver to Landlord a written notice agreeing to lease the Section 11.1 Notice, Offer Space on the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as contained in Landlord's Notice ("Tenant's Acceptance"). In the event Tenant fails to deliver Tenant's Acceptance to Landlord within said five (5)­business day period, such failure shall be set forth in the First Offer. Within thirty (30) days after its receipt conclusively deemed a rejection of the First OfferOffer Space and a waiver by Tenant of this right of first offer, whereupon Tenant shall have no further rights with respect to the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, Offer Space and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Landlord shall be delivered, free and clear of all Liens which may have been imposed on to lease the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order Space to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)party.

Right of First Offer. In Provided Lessee is not in default under the event terms of -------------------- this Lease either at the time of exercise of this right or at the time of taking possession of additional space, Lessee shall have a Member desires one-time right of first offer commencing as of the eighty fifth (85) month of the Lease term through the term of this Lease to Transfer all or lease any part other space in the building as such space becomes available. Such right of first offer shall be exercised only by compliance with the terms of this paragraph. Commencing as of the eighty-fifth (85) month of the Lease term Lessor shall not enter into a lease with any third party tenant for such space without first offering such space to Lessee as follows. Lessor shall provide Lessee with a ten (10) day right of first offer to lease such space by notifying Lessee in writing of its Interest, intent to lease such Members (space and the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be upon which it is prepared to do so. If within ten (10) days of the date of such notice Lessor has received written notice from Lessee of its election to lease such space on the terms and conditions set forth in Lessor's notice, Lessor and Lessee shall within the First Offer. Within thirty ten (3010) days after its receipt following the date of the First Offer, the Selling Members shall either accept or reject the First OfferLessee's notice enter into a lease amendment setting forth said terms. If the Selling Member accepts the First OfferLessee fails to respond to said notice within said ten (10) day period, the Selling Member or if, after giving written notice of its exercise of its right of first offer, Lessor and Lessee do not enter into said lease amendment within said ten (10) day period, Lessee's rights under this paragraph shall sellbe deemed to have been waived, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest Lessor shall be deliveredfree to lease the space without any further obligation to Lessee. As used herein, free and clear "third-party tenant" excludes any tenant, or party in possession of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed premises subject to purchase hereunder if the Offered Interest constitutes all this right of first offer as of the Selling Member’s equity and debt interest in the Companydate of Lessor's notice, which may desire to extend or (ii) a third party reasonably acceptable renegotiate its lease or rental agreement. Nothing contained herein shall require Lessor to the Selling Member lease to purchase Lessee any portion of the Offered Interest Building which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all would leave Lessor with any remaining portion of the Selling Member’s equity Building which was not commercially and debt interest in the Companyeconomically rentable to third parties. If the Selling Member rejects or does not timely accept the First OfferShould Lessee decline to take any space offered it pursuant to this paragraph, then the Selling Member this right of first offer shall have one hundred lapse and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).void

Right of First Offer. In During the event Term, Sublessee shall have a Member desires to Transfer all or any part right of its Interest, such Members first offer (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 NoticeROFO”) to the other Member sublease all of Building 5, containing approximately 94,484 rentable square feet, if and when Building 5 becomes Available (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”as defined below) and on such other terms and conditions as shall be set forth subject to Sublessor’s obtaining Master Lessor’s consent thereto in the First OfferSublease Consent or another writing. Within thirty (30) days after its receipt of As used in this Sublease, “Available” shall mean that the First Offer, entire Building 5 is then offered in the Selling Members shall either accept or reject marketplace to the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest public at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be deliveredlarge for rent, free and clear of all Liens which may claims and rights of other parties, and Building 5 shall be deemed not to be or not to have been imposed on the Offered Interest and are not connected become “Available” if as to Building 5 there is a lease, lease option or option or other right of extension, renewal, expansion, refusal, negotiation or similar or other right, pursuant to any lease, sublease or written agreement in existence, with the financing or operation of the Company itself, against payment of the First Offer Price. In order respect to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of Building 5, on or before the Offered Interest which Commencement Date, including any option or right of extension or renewal thereof in existence on or before the purchasing Member has committed to purchase hereunder Commencement Date (and any subsequent exercise thereof). Sublessor will notify Sublessee in writing (“Sublessor’s Notice”) if the Offered Interest constitutes all of the Selling Member’s equity entire Building 5 (and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes not less than all of Building 5) becomes Available, which Sublessor’s Notice shall include, but not be limited to, (a) the Selling Memberdate that Sublessor anticipates that Building 5 will become Available, and (b) Sublessor’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon proposed terms and conditions no less favorable than those specified for subleasing Building 5, including any subtenant improvement allowance that Sublessor shall provide. Sublessee shall have fifteen (15) days following Sublessor’s delivery of Sublessor’s Notice (“Election Notice Period”) to provide Sublessor irrevocable written notice (“Election Notice”) of Sublessee’s election to exercise its ROFO on the exact same terms and conditions as contained in the First OfferSublessor’s Notice. If no Sublessee fails to deliver the Election Notice to Sublessor within the Election Notice Period or if Sublessee declines to exercise its ROFO, then Sublessee’s ROFO shall be null and void and at any time thereafter Sublessor shall be free to sublease Building 5 to any third party on the terms and conditions contained in Sublessor’s Notice or such sale occurs within such 120-day period other term and conditions that are not less than five percent (or longer period as 5%) lower (on an overall economic basis) than the terms and conditions described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Sublessor’s Notice.

Right of First Offer. In Before entering into a lease with anyone else during the event a Member desires to Transfer all Lease Term hereunder respecting any previously leased space in Xxxxxxxxx #0, #0 and #6, Landlord shall notify Tenant (either by telephone, facsimile, or any part in writing) of the availability of such space for rent (the "Right of First Offer"). Provided Tenant gives written notice of its Interestdesire to lease such space within five (5) business days after receipt of said notice from Landlord, such Members (the “Selling Member”) shall first deliver Tenant shall, thereafter, for a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion period of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Noticedays, the Second Member shall have the right to offer negotiate with Landlord, for a lease of such space for a term not extending beyond the expiration of this Lease, and Landlord and Tenant agree to purchase negotiate for such a lease in good faith. Landlord's notice may not be given more than six (6) months prior to the “First Offer”date as of which said space will become available for rent. If Tenant fails to respond to said notice within said five (5) allbusiness days period, but or, after giving written notice of its exercise of its right to negotiate, if Landlord and Tenant do not less than all, the Offered Interest at enter into a price payable only in case (the “First Offer Price”) and on lease for such other terms and conditions as shall be set forth in the First Offer. Within space within said thirty (30) days after its receipt day period, Tenant's rights under this Article shall be deemed to have been waived and Landlord shall be free (without any further obligation to Tenant) to lease the space to any other party upon any terms and without any further obligation to Tenant, whether or not the terms of such lease are more or less favorable that those offered to Tenant. Tenant's right to negotiate, as aforesaid, is subordinate, however, to any expansion or renewal options granted from time to time in leases to other tenants in the Building. This Right of First Offer for additional space shall be terminated during any period in which an Event of Default by Tenant hereunder exists until said Event of Default has been cured. The period of time within which this Right of First offer may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise such rights because of the First Offer, foregoing provision. Time is of the Selling Members shall either accept or reject the First Offeressence. If Tenant fails to exercise its Right of First Offer in any instance when such right may arise, in writing, prior to the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance expiration of the First Offer and at applicable time period for the exercise of such location as may be mutually agreed uponright, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest Tenant's right in the Company, instance in question shall thereafter be deemed null and void and of no further force or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)effect.

Right of First Offer. In the event ADDENDUM TO THAT CERTAIN STANDARD MULTI-TENANT OFFICE LEASE - GROSS BETWEEN XXXXXX X. XXXXX & XXXXX X. XXXXX, TRUSTEES OF THE XXXXX FAMILY TRUST DATED JUNE 22, 1998 ("LESSOR") AND ADVENTRX PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("LESSEE"), DATED JUNE 3, 2004, FOR THAT SPACE LOCATED AT 0000 XXXX XXXXX XXXX, XXXXX 000, XXXX XX XXX XXXXX, XXXXXX OF SAN DIEGO, STATE OF CALIFORNIA. Lessor shall grant Lessee a Member desires to Transfer all or any part "Right of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, " on all ground floor space in the Offered Interest Project. The lease term for such space will be coterminous with the initial Premises. The base rent and other economic terms for such space shall be at a price payable only in case (the “First Offer Price”) and on such then fair market rent for comparable spaces as agreed upon by both parties; all other terms and conditions as for the leasing of such space shall be as set forth in the First Offerthis lease. Within thirty Lessee must elect to lease such space within five (305) business days after its receipt Lessee has received written notice from Lessor that Lessor intends to lease such space to another party or Lessee’s Right of the First Offer, the Selling Members Offer shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, terminate with respect to such space and the Second Member shall purchase, the Offered Interest at a closing Lessor may lease such space to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects anyone whom Lessor desires upon terms and conditions no less favorable than those specified acceptable to Lessor. The rights granted to Lessee hereunder are personal to the original Lessee and may only be accessed by Lessee when the original Lessee is in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all possession of the restrictions set forth in this Section 11.1(b)entire Premises.

Right of First Offer. In During the event a Member desires to Transfer all or term hereof (provided Tenant (x) is not in default under this Lease beyond any part applicable cure period on the date Tenant notifies Landlord of its Interest, such Members intent to exercise this right and (the “Selling Member”y) shall first deliver a written notice has not sublet more than [***] percent (the “Section 11.1 Notice”[***]%) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (Demised Premises or assigned the “Offered Interest”Lease in a transaction requiring Landlord consent). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member Tenant shall have the right to of first offer to purchase for the leasing of any space on the fourth (4th) floor of the Building (the “First Offer”"ROFO Space") all, but not less than allwhen it becomes available after the initial lease up thereof. For purposes hereof, the Offered Interest at ROFO Space will be available when it is vacant or otherwise ready, in Landlord's commercially reasonable judgment, to be marketed by Landlord to parties other than the then existing tenant or then current occupant thereof. ---------- *** Portions of this page have been omitted pursuant to a price payable only Request for Confidential Treatment filed separately with the SEC. Landlord shall give Tenant written notice of the availability of the ROFO Space and the terms for the leasing thereof, which shall provide for rent equal to [***] percent ([***]%) of the then current market rent as determined by Landlord in case its reasonable discretion. Tenant shall have ten (10) business days from the “First Offer Price”) and on receipt of Landlord's notice to notify Landlord whether it is accepting Landlord's offer. In the event Tenant timely accepts the right of first offer, the term for which such other terms and conditions as available space is leased shall be set forth coterminous with the term of this Lease. The ROFO Space shall be delivered in the First Offer. Within thirty (30) days after its receipt of the First Offer"as is" condition, the Selling Members Rent Commencement Date with respect thereto shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (following delivery of possession thereof to Tenant. In the event Tenant fails to timely accepts the right of first offer, Tenant's right of first offer shall be null and void and of no further force and effect and Landlord shall be free to lease the ROFO Space to any person, partnership, corporation or such longer periodother entity upon any terms and for any purpose. After the ROFO Space has been leased by Landlord to another person, partnership, corporation or other entity, if anythe ROFO Space should again become available, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest Tenant shall again be subject have the first right to all of the restrictions set forth in this Section 11.1(b)lease with respect thereto.

Right of First Offer. In Subject to rights heretofore granted to Mediacom, another tenant in the event a Member Building, if during the term of this Lease LESSOR desires to Transfer lease all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold building not included in the leased premises (the “Offered Interest”"First Refusal Space"), LESSOR shall so notify LESSEE setting forth the terms and conditions on which LESSOR is willing to so lease the First Refusal Space, and including a form of amendment to this Lease, which terms and conditions shall reflect (among other terms) LESSOR's then good faith determination ("LESSOR's Designation") of the then market rental value for the First Refusal Space (the "Expansion Rent"). Within thirty LESSEE may, by giving LESSOR notice within fifteen (3015) days after its receipt of LESSOR's notice, irrevocably elect to lease the Section 11.1 Notice, First Refusal Space on the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in LESSOR's notice. If LESSEE shall so elect, LESSEE shall, with its notice of exercise, advise LESSOR of whether LESSEE accepts or disputes LESSOR's Designation, but LESSEE's exercise shall be irrevocable nonetheless. Failure by LESSEE to advise LESSOR that LESSEE disputes LESSOR's Designation shall be conclusive evidence that LESSEE accepts the First Offersame. Within thirty In either case, LESSEE shall within ten (3010) days after its receipt of such election enter into such amendment incorporating the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).LESSOR's

Right of First Offer. In the event a Member the Facility Lessee desires to Transfer directly or indirectly (i) consolidate or merge, with or into any other Person or sell, lease, convey or otherwise transfer some or all of its properties or assets pursuant to SECTION 6.1 hereof or (ii) assign its interest in the Facility Lease pursuant to SECTION 22.4 of the Facility Lease (the "FACILITY LEASE INTEREST"), then, if and only if as a result of such proposed assignment, sale or sales less than 50.1% of the ownership interests in the Facility Lease Interest or the Facility Lessee, would be held beneficially by EME or Persons who are Affiliates of EME, then the Facility Lessee must first offer to sell, subject to the proviso contained in Section 16(m) of the Facility Lease, the Owner Lessor's Percentage of the ownership interest being so transferred pursuant to clause (i) above or such Facility Lease Interest (together, the "HC FACILITY INTEREST") to the Owner Participant on the terms and conditions set forth in this SECTION 13.1. Such offer shall be made to the Owner Participant in the form of a proposed term sheet, which proposed term sheet shall include an outline of the price and of all of the material terms, conditions and provisions upon which the Facility Lessee would be willing to transfer such HC Facility Interest or any part thereof. The Owner Participant will thereafter have the right within a period of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days from and after the receipt by the Owner Participant of such proposed term sheet to notify the Facility Lessee of its receipt of the Section 11.1 Notice, the Second Member shall have the irrevocable intent to exercise its right to offer (whether directly or through an Affiliate) to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First OfferHC Facility Interest being offered hereunder. If the Selling Member accepts Owner Participant elects to exercise the First Offerright provided in the preceding sentence, the Selling Member it shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than within sixty (60) days of such notice purchase, and the Facility Lessee shall sell (or such longer period, if any, pending any necessary Regulatory Approval or removal of Lienssubject to the proviso contained in Section 16(m) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed uponFacility Lease), at which time the Offered HC Facility Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest same terms and are not connected with conditions as the financing or operation of the Company itself, against payment of the First Offer Price. In order offer giving rise to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Companysuch right. If the Selling Member rejects Owner Participant does not give such notice to the Facility Lessee within the thirty (30) day period or does not timely accept purchase the First OfferHC Facility Interest within sixty (60) days of such notice, the Facility Lessee will be free to so merge, consolidate, sell, lease, convey or otherwise transfer such HC Facility Interest or a portion thereof, at a price no less than the price set forth in the proposed term sheet and on terms and conditions, taken as a whole, that, other than in an immaterial respect, are no less favorable to the Facility Lessee than the terms and conditions set forth in the proposed term sheet. In the event that the terms or conditions are revised in any way that the price is reduced or any of the other terms and conditions thereof, taken as a whole, change the agreement for sale, lease, conveyance or transfer such that the terms and conditions of any such subsequent transaction are less favorable, other than in an immaterial respect, to the Facility Lessee, the Facility Lessee must again comply with the notice and acceptance provisions of this SECTION 13.1. Notwithstanding the foregoing, if the Facility Lessee offers to sell its HC Facility Interest pursuant to this SECTION 13.1, then the Selling Member Owner Participant shall have one hundred and twenty (120) days (exercise its purchase rights under this SECTION 13.1 only if, concurrently therewith, the Other Owner Participants exercise their purchase rights under SECTION 13.1 of each such Other Facility Participation Agreement, provided, however, that nothing in this SECTION 13.1 shall be deemed to require the Facility Lessee to take any action that might result in an Event of Default under the Facility Lease or such longer period, if any, required to obtain any necessary Regulatory Approval the Other Facility Leases or to remove any Liens) following such rejection within which to consummate derogate from the sale rights of the Offered Interest at a price per share in cash greater than Fundco Bondholders under the First Offer Price Amended and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b)Restated Indenture.