Common use of Right of First Offer Clause in Contracts

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.

Right of First Offer. Provided that both Subject to the terms and conditions of this Section 1.3, Landlord hereby grants to Tenant an on-going right of first offer during the initial Lease Term with respect to any space on the date third (3rd) or fourth (4th) floors of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project Building (the “First Offer Space”). If any Notwithstanding the foregoing, such Offer Space is available for leasing, first offer right of Tenant shall commence only following the Landlord shall provide expiration of the Tenant with written notice first (1st) Lease Year (the “Landlord’s ROFO Commencement Date”) (and Landlord shall have the right to enter into leases in the building prior to the ROFO Commencement Date (the “Initial Leases”) without providing Tenant with notice or any opportunity to lease such space), and shall terminate at the end of the initial Lease Term (and shall not be effective during any Option Term). Such right of first offer shall be subordinate to all rights granted in any Initial Leases, which rights relate to the First Offer NoticeSpace and are set forth in the Initial Leases upon execution thereof, including, without limitation, any renewal, 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”). Further, which notice such right of first offer shall describe be subject and subordinate to the Offer Space expected to become available for occupancy by Tenant, the time terms of its availability and all of the terms, covenants, and conditions of such any renewal right contained in any lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such First Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence entered into by Landlord with respect to the giving of any Tenant’s Response Notice. a third party after Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s exercise its right to exercise such option with respect to such Offer Space but only for of first offer as provided in this Section 1.3 (the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises“Intervening Leases”). All Offer Space shall be leased such tenants under Initial Leases or Intervening Leases, are collectively referred to Tenant on an as the “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSuperior Right Holders”.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to 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 space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (iithe "Offered Space") together with the rental rate and other terms and conditions (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 available. Tenant is not then in material default under may irrevocable elect to lease the Lease, Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the rightOffered Space, upon it shall enter into an amendment to this Lease within ten (10) days after it shall have received the conditionssame from Landlord, and subject confirming the lease of such 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 terms, set forth herein, Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (Offered Space within the “Offer Space”). If any such Offer Space is available for leasingaforesaid 5-day period, the then Tenant shall have no further rights under this Section and Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires thereafter be free to lease any or all of such Offer SpaceOffered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be it being agreed that time is of the essence with respect to the giving exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any Tenant’s Response Notice. Tenant’s failure space then leased to timely deliver or occupied by, or the extension or renewal of a Tenant’s Response Notice to Landlord shall be deemed a decision not to exerciselease with, and also to waiveany then existing tenant or occupant, Tenant’s (b) the exercise of any expansion option, right to exercise such option with respect to such Offer Space but only for of first offer, or right of first refusal by any tenant of the occasion identified in such Landlord’s Offer Notice. If, Industrial Center pursuant to a lease in effect prior to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to date of this Lease, within thirty or (30c) days following the date of the Tenant’s Response Notice for the lease of such Offer Spaceany space to any entity controlling, which amendmentcontrolled by or under common control with, among other termsor 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, covenants LLC XXXXXXXXXXX.XXX, a 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 Lease dated ______________________ by and conditions therein contained, shall provide between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant premises known as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis000 Xxxxxxxx Xxxxxx, in the state and condition in which the same shall be upon removal by the preceding occupantXxxxxxxxx, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceXX.

Right of First Offer. Provided a. As of the date hereof, Landlord hereby grants to Tenant a continuing right of first offer to purchase the Project, exercisable by Tenant as follows: Landlord shall notify Tenant in writing that both it intends to place the Project on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is market for sale to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”)an unaffiliated third party. If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with By written notice delivered to Landlord within ten (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (1510) business days following its after receipt of notice of such intent, Tenant may elect to pursue negotiations for the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be purchase of the essence with respect Project. If Tenant fails to so notify Landlord within such ten (10) business day period, then the giving right of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord first offer shall be deemed to be waived by Tenant and of no further force or effect for a decision period of one (1) year from the date that Landlord notified Tenant of Landlord’s intent to sell the Project. If Landlord sells the Project to an unaffiliated third party during such one (1) year period, then the right of first offer shall be void and of no further force or effect and shall not be applicable to exerciseLandlord’s successor. If Landlord does not sell the Project within such one (1) year period, then the right of first offer shall be deemed to be applicable the next time that Landlord intends to place the Project on the market for sale to an unaffiliated third party after the expiration of such one (1) year period. b. If Tenant elects to pursue negotiations, then Tenant and also to waiveLandlord shall, within twenty (20) days after Tenant’s right notice to exercise such option with respect to such Offer Space but only Landlord, enter into good faith negotiations for the occasion identified in such Landlord’s Offer Noticepurchase of the Project by Tenant. If, pursuant despite such good faith negotiations, the parties are unable to execute an agreement for the Tenant’s Response Notice, Tenant elects to lease sale and purchase of the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, Project within thirty (30) days following after the date that such negotiations commence, for any reason whatsoever, then Landlord shall have the right to sell the Project to any entity at any price within ten (10%) percent of the price for which that Landlord offered to sell the Project to Tenant’s Response Notice for . In addition, Tenant shall execute, within ten (10) days after the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion expiration of the Offer Spacethirty (30) day negotiation period, an instrument in recordable form in order to evidence that Tenant and Landlord were unable to reach an agreement. Any options to renew available to Tenant as Notwithstanding anything contained herein to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basiscontrary, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled permitted to exercise the right of first offer while in default of this Lease, subject to any abatement applicable default notice and grace or reduction cure periods. c. Notwithstanding the foregoing, the right of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord first offer shall not be subject applicable to any liability transfers by Landlord to (x) a lender as part of a financing by Landlord or (y) any corporation or other legal entity that is an affiliate, subsidiary, parent or successor of Landlord, or to a corporation or other legal entity into or with which Landlord may be merged or consolidated or to any entity as part of an intra-family transfer for failure estate planning purposes or otherwise, and/or (ii) transfer of Landlord’s interest pursuant to give possession a foreclosure or deed in lieu thereof; provided, further, that Landlord may not effect such a transfer if the purpose of the transfer is to transfer the Project to an unrelated third party and to circumvent Tenant’s right of first offer set forth herein. d. The right of first offer shall be exercisable only by the validity Original Tenant, any affiliated successor to the Original Tenant or by the first (1st) unaffiliated successor to the Original Tenant. Upon any further assignment or other transfer of this Lease shall not be impaired under such circumstancesby the Original Tenant, but in no event shall Tenant be obligated to pay rent on any affiliated successor or the Offer Space until first (1st) unaffiliated successor between the Landlord delivers possession thereof. The provisions date of this paragraph shall survive Lease and the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion closing date of the Offer Spacesale of the Project to Tenant (except for a transfer not requiring Landlord’s consent), the right of first offer shall, at Landlord’s option, be deemed void and of no force or effect.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard heretothereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the this Lease is in full force and effect, effect and (ii) Tenant is not then in material default under the Leasehereunder, Tenant shall have the rightright of first offer (the “Right of First Offer”), upon the conditions, and subject to the terms, terms set forth hereinin this section, to lease additional office space which may be available for leasing on the third (as hereinafter defined3rd) throughout the Project floor of The Ivory Building (the “Offer Expansion Space”). If any such Offer Space is available for leasing, ): (a) Tenant shall deliver written notice to the Landlord during the Original Term indicating that Tenant requires the Expansion Space. The notice shall provide include (i) the size and location of the Expansion Space, (ii) the date on which the Tenant intends to occupy the Expansion Spate, and (iii) the Base Rent to apply to the Expansion Space which Landlord and Tenant agree shall be $[***] per rentable square foot with written notice [***]% annual escalations. Landlord will include as part of the Base Rent for the Expansion Space set forth above three (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy 3) parking spaces per 1,000 square feet leased by Tenant, . Tenant has the time option to increase the ratio of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that parking spaces from three (3) per 1,000 square feet leased by Tenant desires to lease any such Offer Space, five (5) spaces per 1,000 square feet leased by Tenant shall notify by giving Landlord in writing within fifteen (15) business days following its receipt of written notice. Tenant agrees to pay $[***] per month for each additional parking space. The charges for the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord additional parking spaces shall be deemed a decision not to exercise, and also to waive, Additional Rent in accordance with Section 4.4.2. (b) Within ten (10) days of Landlord’s receipt of Tenant’s right written notice, Landlord shall deliver to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant written notice confirming receipt of Tenant’s Response Notice, Tenant elects to lease notice requiring the Offer Expansion Space, then and in such event, . (c) Landlord and Tenant shall proceed in good faith to enter into an amendment to this Lease, within thirty (30) days following which amendment shall incorporate the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Expansion Space to be incorporated into the Premises and set forth (i) the Base Rent and with respect to the Expansion Space as provided above, (ii) Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Expansion Space. Any options , (iii) the number of additional parking spaces allocated for the Expansion Space as provided above, (iv) recalculation of the common area factor charged on the entire space to renew available to Tenant as to reflect the Premises shall apply also to entire floor’s original common area factor, (v) the Offer Space so incorporated into lease term on the Premises. All Offer Expansion Space shall be leased to Tenant on an “AS IS” basiscoterminous with the term of the primary space, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove (vi) any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as other important terms relating to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because lease of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Expansion Space.

Right of First Offer. Provided that both on The reference to “Suite 350” is hereby deleted from Exhibit D attached to the date Sublease. Subject to then-existing renewal or expansion options of Tenant’s exercise of its option in regard heretoother subtenants, and on provided no default by Subtenant exists, Sublandlord shall, before offering the date upon which such space is same to be occupied by Tenant hereunderany party (other than the then-current subtenant or occupant therein), (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, first offer to lease additional office to Subtenant the space which may be available for leasing (as hereinafter defined) throughout the Project shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”). If any ) in an “AS-IS” condition; such Offer Space is available offer shall be in writing and specify the terms for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of rent to be paid for the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space and the date on which the Offer Space shall be included in the Premises (the “Tenant’s Response Offer Notice”). Time Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be of the essence with respect substantially similar to the giving of any Tenant’s Response Notice. Tenant’s failure Offer Notice attached to timely deliver a Tenant’s Response Notice the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such lease the entire Offer Space but only for on the occasion identified terms set forth in such Landlord’s the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant If Subtenant timely elects to lease the Offer Space, then Sublandlord and in such event, Landlord and Tenant Subtenant shall enter into execute an amendment to this LeaseSublease, within thirty (30) days following effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Tenant’s Response Notice for Offer Notice, Sublandlord has received an offer to lease all or part of the lease Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of such the Offer Space, which amendmentSubtenant must exercise its rights hereunder, among other termsif at all, covenants as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and conditions therein contained, shall provide for Sublandlord may lease all or a portion of the Offer Space to be incorporated into third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space. Any options Space but such notice provides for an expansion, right of first refusal, or other preferential right to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because lease some of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iiiii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is not then in material default under actual occupancy of the Lease, Tenant shall have the right, upon the conditionsentire Leased Premises, and subject (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the termsspace available (the “Offered Space”), set forth herein, the terms and conditions on which it is willing to lease additional office space 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 for leasing (as hereinafter defined) throughout the Project (collectively, the “Offer SpaceTerms”). If any such Offer Tenant shall thereupon have the one time right and option to lease the Offered Space is available for leasing, a minimum of three (3) years on the Terms by delivering notice to Landlord shall provide the Tenant with written notice within three (the “3) business days after receipt of Landlord’s Offer Notice”)notice, which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all being of the terms, covenants, and conditions of such essence. If Tenant elects to lease of the Offer Offered Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Spaceit shall, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Noticeafter such election, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following Lease on a form prepared by Landlord incorporating the date Offered Space as part of the Tenant’s Response Notice Leased Premises subject to the Terms for the lease a minimum of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises three years and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant Termination Right as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space provided for in Section 2.N. below shall be leased to Tenant on an “AS IS” basis, in the state null and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashionvoid. If Tenant shall not be entitled elect to any abatement lease the Offered Space within such 3-business day period, or reduction of rent by reason of fails to enter into such state and condition. Landlord makes an amendment to this Lease within such 15-day period, then Tenant shall have no representations as further rights under this section with respect to the condition of any Offer Space or as to any other thing or fact related theretoOffered Space, and Landlord shall have no obligation be free to decorate, repair, alter, improve lease any or otherwise prepare all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession subject of any Offer Space to Tenant because renewal or extension of the holding over or retention of possession thereof by any an expiring lease with a then existing tenant, subtenant or other occupant or for any other reason, . Landlord shall not be subject liable to Tenant for any liability for failure to give possession and the validity deliver such space as a result of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions any holdover tenant or other occupant of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer any Offered Space.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject a right of first offer (“ROFO”) as to the terms, set forth herein, to lease any additional office space which may be premises that are available for leasing lease in Building 1 and Building 2 (as hereinafter defined) throughout the Project (collectively, the “Offer SpaceOption Premises”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires Landlord intends to lease any such Offer Spaceall or a portion of the Option Premises (the “Subject Premises”), Landlord shall provide written notice thereof to Tenant shall notify Landlord in writing within fifteen (15the “Notice of Offer”). a. Within twenty-one (21) business days following its receipt of the Landlord’s Offer Noticea Notice of Offer, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time Tenant shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to advise Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, writing whether Tenant elects to lease the Offer SpaceSubject Premises, and on what terms and conditions (the “Reply”). If Tenant fails to notify Landlord of Tenant’s election within such twenty-one (21) day period, then and in such eventTenant shall be deemed to have elected not to lease the Subject Premises. b. If Tenant timely notifies Landlord that Tenant elects to lease the Subject Premises, then Landlord and Tenant shall enter into good faith negotiations regarding the terms of a lease of the Subject Premises in accordance with a Reply. If Landlord and Tenant reach an agreement on the terms of the lease of the Subject Premises, Landlord and Tenant shall work in good faith to execute a lease amendment with respect to this Lease, such Subject Premises (the “First Offer Space Amendment”) within thirty (30) days following the date after Landlord’s receipt of the Reply (the “Signing Period”). c. If (i) Tenant notifies Landlord that Tenant elects not to lease the Subject Premises, (ii) Tenant fails to notify Landlord of Tenant’s Response Notice election within the twenty-one (21) day period described above or (iii) if, despite good faith efforts to reach an agreement regarding the leasing of the Subject Premises to Tenant, Landlord and Tenant are unable to reach such agreement within the applicable Signing Period, then Landlord shall have the right to consummate a lease of the Subject Premises with a third party for a period of one (1) year thereafter (a “Leasing Period”), and the ROFO shall no longer apply to such Subject Premises during such Leasing Period; provided that the net effective rent to be received by Landlord over the term of the lease of the Subject Premises to such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for third party (the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion “Third Party Offer”) is at least ninety percent (90%) of the net effective rent that would have been received by Landlord as set forth in the applicable Reply. If the Third Party Offer Space. Any options to renew available to Tenant is less than ninety percent (90%) of the net effective rent that would have been received by Landlord as to set forth in the applicable Reply, Landlord shall re-offer the Subject Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, the same terms as set forth in the state Third Party Offer (a “Re-Offer Notice”) and condition if (a) Tenant does not deliver a notice electing to lease such Subject Premises on such terms (the “Election Notice”) within ten (10) days following Tenant’s receipt of the Re-Offer Notice or (b) Tenant delivers such Election Notice, and a First Offer Space Amendment is not executed during the Signing Period applicable to such re-offer, then Landlord shall be free thereafter for a new Leasing Period to enter into a lease for the Subject Premises on the terms of the Third Party Offer or any new third party offer satisfying the terms and conditions of this Section 11, and continuing as described above. If Landlord does not lease such Subject Premises within a Leasing Period, then the ROFO with respect to such Subject Premises shall be fully reinstated, and Landlord shall not thereafter lease such Subject Premises without first complying with the procedures set forth in this Section 11. d. Notwithstanding anything in this Section 11 to the contrary, Tenant shall not exercise the ROFO during such period of time that Tenant is in default under any provision of the Amended Lease, beyond any applicable notice or cure period. Any attempted exercise of the ROFO during a period of time in which the same Tenant is so in default beyond any applicable notice or cure period shall be upon removal by the preceding occupantvoid and of no effect. In addition, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement exercise the ROFO if Landlord has given Tenant two (2) or reduction more notices of rent by reason of such state and condition. Landlord makes no representations as default under the Amended Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the condition date on which Tenant seeks to exercise the ROFO. e. Notwithstanding anything in the Amended Lease to the contrary, Tenant shall not assign or transfer the ROFO, either separately or in conjunction with an assignment or transfer of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable interest in the Lease other than in connection with a Permitted Transfer or to give possession an Affiliate of any Offer Space to Tenant because in each case in accordance with the terms of Section 13.1(b) of the holding over or retention of possession thereof by any tenantLease, subtenant or other occupant or for any other reasonwithout Landlord’s prior written consent, which consent Landlord shall not be subject to any liability for failure to give possession may withhold in its sole and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spaceabsolute discretion.

Right of First Offer. Provided that both on no Event of Default has occurred under the date Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (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 Lease 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 party during the period that this First Right is in full force effect and effectafter 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 (iicollectively, 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. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall not be required to provide any security deposit if (i) Tenant is not then in material default under otherwise required to provide any security deposit with respect to the Leasethen 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 have be for a term equal to the right, then unexpired portion of the Term of the Lease and the Economic Terms shall be upon the conditionssame economic terms as the original Premises leased hereunder (including without limitation, the 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 termsprovisions of this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, set forth hereinTenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, to lease additional office but not less than all, of the space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written specified in Landlord’s notice (the “Landlord’s Offer NoticeDesignated Space”), which notice shall describe ) upon such Economic Terms and the Offer Space expected same non-Economic Terms as set forth in this Lease; (ii) refuse to become available for occupancy by Tenant, lease the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Designated Space, including specifying that such refusal is not based upon the amount Economic Terms, but upon Tenant’s lack of need for the rent for 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 Offer 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 desires 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 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 right under Section VIII.D(i) above), 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. If either Tenant or Landlord fails to timely deliver such amendment the 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 Right shall be subject to those certain extension or expansion rights previously granted by Landlord to any third party tenant in the Building, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the 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 Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any such Offer SpaceDesignated Space relating to one First Right Space shall not waive, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Noticelimit, of its desire to lease such Offer Space (the “alter, or impair Tenant’s Response Notice”). Time shall be of the essence First Right with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer First Right Space.

Right of First Offer. Provided that both on Subject to the date rights of Tenant’s exercise of its option other tenants in regard heretothe building, and on pursuant to the date upon which such space is to be occupied by Tenant hereunderfollowing, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant Lessee shall have the right, upon the conditions, and subject to the terms, set forth herein, a one time right to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasingin whole and not in part, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”)or unless otherwise agreed to in writing by Lessor and Lessee, which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms“Expansion Space” adjacent to its Demised Premises as delineated on Exhibit A pursuant to the following terms and conditions: Should Lessor receive a bonafide third party offer for all the Expansion Space, covenantsLessor shall notify Lessee in writing (“Lessor’s Notice”) of its intention to lease said Expansion Space to a third party. Within five (5) business days of Lessor’s Notice, Lessee must notify Lessor in writing of its intention to lease all of said Expansion Space (“Lessee’s Notice”) at the same Basic Rent and terms and conditions of such lease the Lease on the Demised Premises but in no event shall the Basic Rent be less than the then Fair Market Rate for the Expansion Space as determined in Article 32(a). The Term of the Offer SpaceLease for the Expansion shall not be less than five years. Should Lessee exercise this right, including the amount all of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer said Expansion Space (the “Tenant’s Response Notice”). Time shall be added to Lessee’s Demised Premises and commencement of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only Basic Rent for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant Expansion Space shall enter into an amendment to this Lease, within occur thirty (30) days following from the date of Lessee’s Notice to lease the Tenant’s Response Notice Expansion Space. Notwithstanding anything contained herein to the contrary, Lessee shall accept said Expansion Space in its “As-Is” condition and shall be responsible for any improvements for said Expansion Space. If after five (5) business days Lessee has not notified Lessor in writing pursuant to the conditions above, then Lessor may lease all or part of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Expansion Space to be incorporated into the Premises any third party without any further obligation to Lessee. This Right of First Refusal will, therefore, expire and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord Lessee shall have no obligation further option to decorate, repair, alter, improve or otherwise prepare lease the Offer Expansion Space for Tenantthe remainder of Lessee’s occupancylease term. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Coty Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.19 Bldg 100 032400 Final

Right of First Offer. Provided Article 45 of the Lease is hereby deleted in its entirety and the following is inserted in its place: (a) Whenever space in the Building that both on becomes available during the date term of this Lease (the "Offer Space"), and so long as Tenant is not in default under this Lease beyond applicable notice and cure periods provided herein for the cure thereof, Landlord shall notify Tenant ("Landlord's Notice") of the market rent and market rental increases ("Market Rent") upon which it would be willing to lease the Offer Space. This right of first offer shall not apply during the last year of the initial term of this Lease or during the last year of any Renewal Term unless Tenant shall have previously exercised the next available renewal option. If, within thirty (30) days after receipt of Landlord's Notice, Tenant notifies Landlord in writing ("Tenant's Notice") of its intention to exercise Tenant's right to lease the entire Offer Space upon the terms contained in Landlord's Notice (which Tenant's Notice shall be effective only if sent by Tenant to Landlord, via certified mail, return receipt requested, to the attention of Landlord's Chief Financial Officer, at Landlord's address set forth in this Lease), Landlord and Tenant shall execute a lease or lease modification agreement (the "Offer Agreement"), at Landlord's option, for the Offer Space within twenty (20) days after Landlord's receipt of Tenant’s exercise of its option in regard hereto's Notice. Such Offer Agreement shall be upon all the same terms as this Lease, and on the date upon which such space is to be occupied by Tenant hereunder, except (i) for the Lease is in full force and effectMarket Rent terms, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, for other matters dependent upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease size of the Offer Space, including such as Tenant's Proportionate Share, (iii) that Tenant is accepting the amount Offer Space in its "as is" condition and Landlord shall not be required to perform any work in or to the Offer Space in order to prepare such space for Tenant's occupancy (except as otherwise set forth in Landlord's Notice), (iv) the number of parking spaces and directory listings shall be increased proportionately to reflect the addition of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify and (v) for such other terms and conditions as may be mutually agreed to by Landlord in writing within fifteen (15) business days following its receipt and Tenant. The term of the Offer Agreement shall end on the Expiration Date. If Tenant does not deliver such Tenant's Notice within such thirty (30) day period, or if Tenant fails to enter into the Offer Agreement for the Offer Space within such twenty (20) day period, then this Right of First Offer will lapse (only with respect to the particular Offer Space that is the subject of that particular Landlord’s Offer 's Notice, ) and be of its desire no further force and effect and Landlord shall have the right to lease such the particular Offer Space (that was the “subject of Landlord's Notice to a third party on the same or any other terms and conditions whether or not such terms and conditions are more or less favorable than those offered to Tenant’s Response Notice”). Time shall be of the essence with respect to the giving all of any Tenant’s Response Notice. Tenant’s failure 's obligations under this Article. (b) This right of first offer is personal to timely deliver a Tenant’s Response Notice American Home Mortgage Corp., Inc. is non-transferable by operation of law or otherwise except to an assignee of Tenant approved by Landlord shall be deemed a decision not pursuant to exercisethis lease or other transferee permitted pursuant to this lease, and also is subject to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupantexisting rights, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver granted to other tenants at the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceBuilding."

Right of First Offer. Provided that both on Prior to Landlord’s leasing any available space in the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project Building (the “First Offer Space”). If , to any such Offer Space is available for leasingthird party, the Landlord shall provide the Tenant with written notice offer to lease such space (the “Offered Space”) to Tenant at the Expansion Market Rent (defined below) and except as otherwise specified herein on the same terms and conditions as the Lease, provided however, that (a) if there are less than three (3) Lease Years left in the Term at the time Landlord is offering to lease the Offered Space, Tenant may lease the Offered Space only if Tenant has, and irrevocably exercises, an Extension Option set forth in Section 2.4.1 of the Lease for the entire Premises (as expanded by this First Amendment) so that the Offered Space shall be leased by Tenant for not less than a three (3) year term, (b) the Offered Space shall be leased by Tenant in its “as is” condition, and (c) the figures for Base Operating Expenses and Base Taxes applicable to the Offered Space shall be the actual amounts for the calendar year and fiscal year, respectively, in which the Offered Space is to be delivered to Tenant, Any tenant or occupant of the Offered Space from time to time, any affiliate thereof, or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 2, and Landlord shall be free to lease the Offered Space to any of the foregoing without offering the same to Tenant. Any offer by Landlord under this Section 2 may be accepted by Tenant by written notice given within ten (10) days of delivery of Landlord’s Offer Notice”)offer. If Tenant does not timely accept Landlord’s offer, which notice then Tenant’s rights under this Section 2 shall describe be deemed conclusively waived by Tenant with respect to the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such next lease of the Offer Offered Space, including and Landlord shall have no further obligation to offer the amount Offered Space to Tenant before next leasing the same to a third party, but this Section 2 shall apply to any other lease of the rent for such First Offer Space. In the event that Tenant desires to lease accepts any offer by Landlord under this section, the leasing of such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of Offered Space and the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time rent therefor shall be of the essence with respect documented by an Amendment to the giving of any Tenant’s Response NoticeLease. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord rights under this Section 2 shall be deemed a decision not to exerciserendered void, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such at Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupantelection, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant is in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be default (subject to any liability for failure applicable notice and cure periods set forth in the Lease) at the time Landlord offers any space to give possession and a third party or at the validity time Tenant’s lease of any Offered Space under this Lease shall not be impaired under such circumstancesSection 2, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spacewould otherwise commence.

Right of First Offer. Provided In the event Landlord desires to sell its fee estate in the entire Premise and provided that both on no Event of Default has occurred under this Lease that has not been cured by Tenant, Tenant shall have a one time (subject to the date repeat provision set forth below) right of Tenant’s exercise first offer to purchase the Premises ("Right of its option First Offer"). The Right of First Offer shall operate in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, following manner: (i) Landlord shall provide written notice to Tenant that Landlord desires to sell its fee estate in the Lease is in full force entire Premises, which notice shall include the price and effect, other material terms applicable to Landlord's offer to sell the Premises (the "Notice of Offer"); (ii) Tenant is not then in material default shall have fifteen (15) days to notify Landlord whether Tenant elects to purchase the Premises under the Lease, Tenant shall have exact terms contained in the right, upon the conditionsNotice of Offer, and subject 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 termsPremises to third parties provided that the terms offered to third parties are not materially different from those contained in the Notice of Offer, set forth herein, to lease additional office space which may be available for leasing the selling price is no less than eighty-five percent (as hereinafter defined85%) throughout of the Project price contained in the Notice of Offer and a purchase agreement is executed within one (1) year of the “Offer Space”)Notice of Offer. If any such Landlord offers the Premises to third parties and the terms are materially different from those contained in the Notice of Offer Space or the selling price is available for leasing, the Landlord shall provide the Tenant with written notice less than eighty-five percent (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all 85%) of the termsprice contained in the Notice of Offer, covenants, and conditions then Landlord must repeat the Right of such lease of the First Offer Space, including the amount of the rent for such Offer Spaceprocedure outlined above. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease purchase the Premises in accordance with the terms of the Notice of Offer, the purchase price as set forth in the Notice of Offer Space, then and shall be paid by Tenant to Landlord in such event, Landlord and Tenant shall enter into an amendment to this Leasecash, within thirty (30) days following the date after Tenant's acceptance of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basisFurther, in the state event that Tenant has waived its one time (subject to the repeat provision set forth above) Right of First Offer and condition in which the same shall be upon removal by the preceding occupantLandlord's request, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled provide within five (5) days of Landlord's request a written statement to Landlord and any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into third parties designated by Landlord and that Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.waived its

Right of First Offer. 10.1 Provided Tenant is not then in default under the 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 one time right of offer (the “Offer 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 be exercised as follows: at any time after Landlord has determined that both the Offer Space has become Available (defined below), Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such Offer Space to Tenant on the terms set forth in the Advice, which terms shall reflect the Prevailing Market (hereinafter defined) rate for the Offer Space as reasonably determined by Landlord. For purposes hereof, the Offer Space shall be deemed to become “Available” as follows: (i) 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 the date of Tenant’s exercise receipt (or deemed receipt, per the notice provision of its option in regard heretothe Lease) of the Advice, failing which Landlord may lease the subject Offer Space to any third party on whatever basis Landlord desires, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option no further rights with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the subject Offer Space, then and in such event, Landlord and . If Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such exercises its Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide Right for the Offer Space to in accordance with the terms and conditions of this Section 10, effective as of the date Landlord delivers the subject Offer Space, such Offer Space shall automatically be incorporated into included within the Premises and subject to all the Base Rent terms and conditions of the Lease, as amended hereby, except as set forth in Landlord’s notice and as follows: 10.1.1 Tenant’s Proportionate Share to shall be modified to reflect recalculated, using the inclusion total square footage of the Premises, as increased by the subject Offer Space. Any options to renew available to Tenant , as to the Premises shall apply also to case may be. 10.1.2 the Offer Space so incorporated into the Premises. All subject Offer Space shall be leased to Tenant on an “AS ISas is” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, basis and Landlord shall have no obligation to decorateimprove the subject Offer Space or grant Tenant any improvement allowance thereon except as may be provided in Landlord’s Advice. 10.2 The term for the subject Offer Space shall commence upon the commencement date stated in the Advice and thereupon such Offer Space shall be considered a part of the Premises, repairprovided that all of the terms stated in the Advice, alterincluding the termination date set forth in the Advice, improve or otherwise prepare shall govern Tenant’s leasing of the Offer Space for and only to the extent that they do not conflict with the Advice, the terms and conditions of the Lease, as amended hereby shall apply to the Offer Space and possession shall be tendered to Tenant upon such commencement date. Tenant shall pay Base Rent, Tenant’s occupancy. Share of Expenses and Taxes and any other additional rent for the Offer Space in accordance with the terms and conditions of the Advice. 10.3 Notwithstanding anything to the contrary set forth herein, Tenant shall have no such Offer Right with respect to the subject Offer Space, as the case may be, and Landlord need not provide Tenant with an Advice, if (a) Tenant is in default under the Lease, as amended hereby, at the time that Landlord would otherwise deliver its Advice for the subject Offer Space as described above; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver its written notice of the subject Offer Right as described above; (c) the Lease, as amended hereby has been assigned prior to the date Landlord would otherwise deliver its written notice of the subject Offer Right as described above; (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver its written notice of the Offer Right as described above; (e) the subject Offer Space is not intended for the exclusive use of Tenant during the Term; or (f) the existing tenant in the subject Offer Space is interested in extending or renewing its lease for such Offer Space or entering into a new lease for such Offer Space. 10.4 If Landlord is unable to give delayed delivering possession of the subject Offer Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of such space, and the commencement of the term for the subject Offer Space shall be postponed until the date Landlord delivers possession of the subject Offer Space to Tenant because free from occupancy by any party. 10.5 The rights of Tenant hereunder with respect to any Potential Offer Space shall terminate on the earlier to occur of: (a) August 15, 2013; (b) Tenant’s failure to exercise its offer right with respect to such Potential Offer Space within the five (5) day period provided in Section 10.1 above; (c) simultaneously with Tenant’s providing Landlord with a Notice of Exercise; and (d) the date Landlord would have provided Tenant an Advice with respect to such Potential Offer Space if Tenant had not been in violation of one or more of the holding over or retention of possession thereof by any tenantconditions set forth in Section 10.3 above. In addition, subtenant or other occupant or if Landlord provides Tenant with an Advice for any other reasonPotential Offer Space that contains expansion rights (whether such rights are described as an expansion option, Landlord shall not be subject right of first refusal, right of first offer or otherwise) with respect to any liability for failure to give possession and other portion of the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Potential Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject (such other portion of the Offer Space subject to such expansion rights is referred to herein as the “Encumbered Potential Offer Space”) and Tenant does not exercise its Offer Right to lease such Offer Space, Tenant’s Offer Right with respect to the Encumbered Potential Offer Space shall be subject and subordinate to all such expansion rights contained in the Advice. 10.6 If Tenant exercises its Offer Right as to a subject Offer Space, Landlord shall prepare an amendment (an “Offer Amendment”) adding the subject Offer Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Monthly Installment of Rent, Annual Rent, rentable square footage of the Premises, Tenant’s Proportionate Share and other appropriate terms. A copy of the Offer Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Offer Amendment to Landlord within ten (10) days thereafter, but an otherwise valid exercise of the Offer Right shall be fully effective whether or not the Offer Amendment is executed.

Right of First Offer. Provided (a) In the event that both the premises presently occupied by Mormac Marine and located adjacent to the Demised Premises on the date seventh (7th) floor of the Building as outlined on the floor plan annexed hereto as Exhibit A-1 and hereby made a part hereof (the “Adjacent Premises”) becomes vacant and available for lease, then, so long as Tenant is not in default under this Lease, Landlord shall notify Tenant of the availability of the Adjacent Premises (“Landlord’s Notice”), provided that Landlord shall not be liable to 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 (5) days after receipt of Landlord’s Notice in which to notify Landlord that Tenant will lease the Adjacent Premises pursuant to the terms of this Article 59 (“Tenant’s Notice”), time being of the essence with respect to all of Tenant’s obligations hereunder. This Right of First Offer shall not apply during the last two (2) years of the initial term of this Lease or during the last two (2) years of any renewal term unless Tenant shall have exercised the next available renewal option. (b) In the event that Tenant elects not to lease the Adjacent Premises, or fails to deliver Tenant’s Notice in strict accordance with the terms hereof, this Right of First Offer shall be deemed waived and Landlord shall have the right to lease the Adjacent Premises (in whole or in separate portions) to a third party on such terms and conditions as Landlord shall determine in its sole discretion, Landlord shalt not be required to re-offer the Adjacent Premises (or any portion thereof) to Tenant, and this Article 59 shall be of no further force or effect. (c) Tenant’s exercise of this Right of First Offer by the giving of Tenant’s Notice to Landlord shall be self-operative and no additional document of confirmation of Tenant’s exercise of its option in regard heretothis Right of First Offer shall be necessary. Notwithstanding the foregoing, at Landlord’s option, Landlord and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to execute a lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project modification agreement (the “Offer SpaceLease Modification Agreement”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord) to confirm Tenant’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time exercise of its availability and all this Right of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer SpaceFirst Offer. In the event that Tenant desires to lease any such properly and timely exercises this Right of First Offer Spaceas provided above, Tenant shall notify lease the Adjacent Premises, from Landlord in writing within fifteen (15) business days following its receipt upon all of the Landlord’s Offer Noticesame terms as this lease, of its desire to lease such Offer Space except: (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30i) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and that the Base Rent and for the Adjacent Premises shall be equal to the Fair Market Annual Minimum Rent (as defined below), (ii) for other matters dependent upon the size of the Adjacent Premises, such as Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space Share, which shall be leased to adjusted accordingly, (iii) that Tenant on an will accept the Adjacent Premises in its “AS ISas is” basis, in the state condition and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled required to perform any abatement work in or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of Adjacent Premises or incur any Offer Space or as expense in order to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space such space for Tenant’s occupancy. If Landlord is unable , and (iv) for such other teams and conditions as may be mutually agreed to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceTenant.

Right of First Offer. Provided that both on At any time during the date Term hereof (the “First Offer Period”), Landlord agrees to offer Tenant, from time to time, all or any part of Tenant’s exercise the seventh (7th) floor of its option in regard hereto, and on the date upon Building (the “First Offer Space”) which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be becomes “available for leasing lease” (as hereinafter defined) throughout during the Project (First Offer Period, on the terms and conditions hereinafter set forth. The First Offer Space shall be deemed to be “available for lease” at such time as Landlord is actively pursuing bona fide third party prospective tenants for the First Offer Space”). If any such ; provided that in all instances, the First Offer Space that is “available for leasing, lease” shall be subject to the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all rights of the terms, covenants, and conditions of such lease of existing tenants occupying the Offer Space, including the amount of the rent for such First Offer Space. In Landlord shall not be deemed to have made the event that First Offer Space available for leasing by consulting with potential tenants or brokers in order to attempt to determine the prevailing market rate of the First Offer Space nor shall this Section 3.03 prohibit Landlord from entering into negotiations with prospective tenants for the First Offer Space so long as Landlord complies with the 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 essence, Tenant shall give written notice to Landlord of whether or not Tenant desires to lease any such the First Offer Space. If less than the entire i 11 floor of the First Offer Space becomes available, Tenant will only have the right to lease that part of the First Offer Space that becomes available. If the entire 7th floor of the First Offer Space becomes available, Tenant may elect to lease either (a) all of the First Offer Space, or (b) only that part of the 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) Tenant shall notify elects not to exercise its right to lease the First Offer Space, or (ii) Tenant fails to give Landlord in writing written notice of its exercise within said fifteen (15) business day period, then Landlord may thereafter lease the First Offer Space to a third party 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 part of the First Offer Space identified in (a)-(c) above, but does not agree with Landlord's determination of the prevailing market rate and/or the prevailing market construction allowance, then Landlord and Tenant shall negotiate, in good faith, to mutually agree on the prevailing 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 following its of Landlord's receipt of the Landlord’s Offer Notice, of Tenant's exercise its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the First Offer Space, then both Tenant and in 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 parties 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 Loop office market and the two brokers shall then select the Third Party Broker to make such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date determination. The Third Broker's determination of the Tenant’s Response Notice for prevailing market rate and/or the prevailing market construction allowance shall be conclusive and binding on both Tenant and Landlord hereunder. Each party shall pay the costs and expenses, if any, of their broker and the cost of the Third Broker shall be shared equally between Tenant and Landlord. If Tenant timely elects to exercise its right to lease the First Offer Space (i) the lease of (or Lease amendment) for such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All First Offer Space shall be leased to Tenant on an “AS IS” basisexecuted by Tenant, in (ii) the state and condition in which term of the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by lease for such occupant and shall deliver the First Offer Space shall commence on a date to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by negotiated between Landlord and Tenant of an amendment to Tenant, (iii) the Lease which pertains to the subject portion of the Offer Space.rental

Right of First Offer. Provided that both on the date Subject to then-existing renewal or expansion options of Tenant’s exercise of its option in regard heretoother subtenants, and on provided no default by Subtenant exists, Sublandlord shall, before offering the date upon which such space is same to be occupied any party (other than the then-current subtenant therein), first offer to lease to Subtenant the five different spaces designated by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditionssuite number or floor number, and subject to the termsby square footage on Exhibit D (each, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the an “Offer Space”). If any ) in an “AS-IS” condition; such Offer Space is available offer shall be in writing and specify the lease terms for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of rent to be paid for the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space and the date on which the Offer Space shall be included in the Premises (the “Tenant’s Response Offer Notice”). Time Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be of the essence with respect substantially similar to the giving of any Tenant’s Response Notice. Tenant’s failure Offer Notice attached to timely deliver a Tenant’s Response Notice this Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such lease the entire Offer Space but only for on the occasion identified terms set forth in such Landlord’s the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant If Subtenant timely elects to lease the Offer Space, then Sublandlord and in such event, Landlord and Tenant Subtenant shall enter into execute an amendment to this LeaseSublease, within thirty (30) days following effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Tenant’s Response Notice for Offer Notice, Sublandlord has received an offer to lease all or part of the lease Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of such the Offer Space, which amendmentSubtenant must exercise its rights hereunder, among other termsif at all, covenants as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and conditions therein contained, shall provide for Sublandlord may lease all or a portion of the Offer Space to be incorporated into third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Article 16 if a default exists or Subtenant is not then occupying the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space. Any options Space but such notice provides for an expansion, right of first refusal, or other preferential right to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because lease some of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Article 16, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Article 16 shall terminate if (a) this Sublease or Subtenant’s right to possession of the Premises is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of this Sublease.

Right of First Offer. Provided that both on Prior to making any offer to Transfer any Subject Securities pursuant to Section 3.2, Buyer shall give Issuer the date of Tenant’s exercise of its option opportunity to purchase such Subject Securities in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, following manner: (ia) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant Buyer shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with give written notice (the “Landlord’s Offer Transfer Notice”)) to Issuer, specifying the number of shares of the Subject Securities to be Transferred. The Transfer Notice shall constitute an offer to Issuer (or its designee) which notice shall describe is irrevocable during the Offer Space expected period described in paragraph (b) below, to become available for occupancy by Tenant, sell to Issuer (or its designee) the time Subject Securities which are the subject of such Transfer Notice upon the terms set forth in this Section 3.3 and the Transfer Notice. Issuer may elect to purchase (or cause its availability and designee to purchase) all but not less than all of the terms, covenants, Subject Securities that are the subject of the Transfer Notice for cash at the Prevailing Fair Market Value and upon the terms and conditions of such lease of specified in the Offer SpaceTransfer Notice. (b) If Issuer elects to purchase (or cause its designee to purchase) the offered Subject Securities, including the amount of the rent for such Offer Space. In the event that Tenant desires Issuer shall give notice to lease any such Offer Space, Tenant shall notify Landlord in writing Buyer within fifteen (15) business days following Business Days of its receipt of the Landlord’s Offer Notice, Transfer Notice of its desire to lease election, which notice shall include the date set for the closing of such Offer Space (the “Tenant’s Response Notice”). Time purchase, which date shall be no later than five (5) Business Days following the delivery of such election notice, or, if later, five (5) Business Days after receipt of all required regulatory approvals, and the identity of the essence designee, if any. If, in connection with respect any Transfer of Subject Securities pursuant to Section 3.2, Issuer gives notice of its intent to exercise (or cause its designee to exercise) the giving purchase option under this Section 3.3 but the Subject Securities subject thereto are not purchased by Issuer (or its designee) within sixty (60) days thereafter for reasons not primarily related to actions or omissions of Buyer or the absence of any Tenant’s Response Notice. Tenant’s failure approvals or consents or the taking of any other actions required to timely deliver a Tenant’s Response Notice to Landlord be taken under applicable law or the prohibition on purchasing such securities during such period imposed by applicable securities laws, Issuer (and its designee) shall be deemed a decision not to exercise, and also have waived its rights to waive, Tenant’s right to exercise purchase such option securities under this Section 3.3 with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date Transfer of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSubject Securities.

Right of First Offer. Provided A. From and after the first day of the thirteenth (13th) month of the Term, provided that both on the date Tenant has neither exercised its Right of First Refusal nor leased any space in Building E, Tenant’s exercise Right of its option First Refusal shall be null and void and Tenant shall instead have the Right of First Offer described in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) this Article 38. Provided Tenant is not then in material default under the LeaseDefault, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project a one-time right of offer (the “Offer Right”) to lease space located in Building E (provided that in no event shall such space consist of less than one full floor of Building E) (the “Potential Offer Space”) at such time as such Potential Offer Space becomes Available (defined below). If Tenant’s Offer Right shall be exercised as follows: at any such time after Landlord has determined that the Offer Space has become Available (defined below), Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the Offer Space to Tenant on the terms set forth in the Advice, which terms shall reflect the Prevailing Market Rate for the Offer Space as reasonably determined by Landlord. For purposes hereof, an Offer Space shall be deemed to become “Available” as follows: (i) if the Offer Space is available for leasingnot under lease to a third party as of the Effective Date, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected shall be deemed to first become available for occupancy by TenantAvailable if, the time of its availability and all of the terms, covenants, and conditions of such lease after Landlord’s first leasing of the Offer Space, including Space following the amount date of this Lease is mutually executed and delivered but prior to Landlord’s next leasing of the rent 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 (ii) thereafter, or if the Offer Space is under lease to a third party as of the date of mutual execution and delivery of this Lease, 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 such the Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to may lease such Offer Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Tenant’s Response NoticeNotice of Exercise”). Time shall be ) within five (5) Business Days after the date of the essence with respect Advice, failing which Landlord may lease the subject Offer Space to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to third party on whatever basis Landlord shall be deemed a decision not to exercisedesires, and also to waive, Tenant’s right to exercise such option Tenant shall have no further rights with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the subject Offer Space, then and in such event, Landlord and . If Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such exercises its Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide Right for the Offer Space to in accordance with the terms and conditions of this Article 38, effective as of the date Landlord delivers the subject Offer Space, such Offer Space shall automatically be incorporated into included within the Premises and subject to all the Base Rent terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows: (1) Tenant’s Proportionate Share to shall be modified to reflect recalculated, using the inclusion total square footage of the Premises, as increased by the subject Offer Space. Any options to renew available to Tenant , as to the Premises shall apply also to case may be. (2) the Offer Space so incorporated into the Premises. All subject Offer Space shall be leased to Tenant on an “AS ISas is” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, basis and Landlord shall have no obligation to decorateimprove the subject Offer Space or grant Tenant any improvement allowance thereon except as may be provided in Landlord’s Advice. (3) Tenant shall, repairprior to the beginning of the term for the subject Offer Space, alteras the case may be, improve execute the Offer Amendment (defined below) confirming the inclusion of the subject Offer Space and the Base Rent applicable thereto. The Term with respect to the Offer Space shall end, unless sooner terminated pursuant to the terms of this Lease, on the Termination Date, it being the intention of the parties hereto that the term for the Offer Space and the Term for the initial Premises shall be coterminous. B. Notwithstanding anything to the contrary set forth herein, Tenant shall have no such Offer Right with respect to the subject Offer Space, as the case may be, and Landlord need not provide Tenant with an Advice, if: (a) Tenant is in Default at the time that Landlord would otherwise deliver its Advice for the subject Offer Space as described above; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise prepare deliver its Advice as described above; (c) this Lease has been assigned (other than pursuant to a Permitted Transfer) prior to the date Landlord would otherwise deliver its Advice as described above; (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver its written notice of the Offer Right as described above; (e) the subject Offer Space is not intended for the exclusive use of Tenant during the Term; (f) the existing tenant in the subject Offer Space is interested in extending or renewing its lease for such Offer Space or entering into a new lease for such Offer Space; or (g) as of the date Landlord would have provided an Advice to Tenant pursuant to the terms of this Article, Tenant leases space in Building E (either pursuant to the Right of First Refusal or otherwise). C. If Landlord is delayed delivering possession of the subject Offer Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of such space, and the commencement of the term for the subject Offer Space shall be postponed until the date Landlord delivers possession of the subject Offer Space to Tenant free from occupancy by any party; except that if Landlord is delayed delivering to Tenant possession of the Offer Space for a period of one hundred twenty (120) days beyond the date stated in the Advice or otherwise agreed to by Tenant and Landlord in writing (the “Target Offer Space Delivery Date”), then Tenant shall have the right, to be exercised by written notice delivered to Landlord on or before the earlier to occur of (a) the one hundred thirtieth (130th ) day after the Target Offer Space Delivery Date and (b) the date of Landlord’s delivery of such space to Tenant’s occupancy. If Landlord is unable , to give possession of any rescind its election to add the applicable Offer Space to Tenant because of the holding over or retention of possession thereof by any tenantPremises, subtenant or other occupant or for any other reason, in which event Landlord shall not will be subject free to any liability for failure to give possession and the validity of this Lease shall not be impaired under lease such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space to a third party on such terms as Landlord, in Landlord’s sole discretion, deems appropriate, subject to the provisions of Section 37.D below regarding the reinstatement of Tenant’s rights hereunder; provided, however, that such one hundred twenty (120) day period shall be extended (up to a maximum of an additional sixty (60) days) for Force Majeure delays. D. The rights of Tenant hereunder with respect to any Offer Space shall terminate on the earlier to occur of: (a) the date that is twelve (12) months prior to the Termination Date (unless Tenant has exercised its Renewal Option); (b) Tenant’s failure to exercise its offer right with respect to such Offer Space within the five (5) Business Day period provided in Section A above; (c) simultaneously with Tenant’s providing Landlord with a Notice of Exercise; and (d) the date Landlord would have provided Tenant an Advice with respect to such Offer Space if Tenant had not been in violation of one or more of the conditions set forth in Section B above. In addition, if Landlord provides Tenant with an Advice for any Offer Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Potential Offer Space (such other portion of the Offer Space subject to such expansion rights is referred to herein as the “Encumbered Potential Offer Space”) and Tenant does not exercise its Offer Right to lease such Offer Space, Tenant’s Offer Right with respect to the Encumbered Potential Offer Space shall be subject and subordinate to all such expansion rights contained in the Advice. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its Offer Right, but failed to provide Landlord with a Notice of Exercise within the five (5) Business Day period provided in Section A above, and (ii) Landlord does not enter into a lease for the Offer Space with the prospect or any other prospect within a period of six (6) months following the date of the Advice, Tenant shall once again have an Offer Right with respect to such Offer Space. In addition, Tenant shall once again have the Offer Right with respect to the Offer Space if, within such six (6) month period, Landlord proposes to lease the Offer Space to the prospect or any other prospect on terms that are substantially different than those set forth in the Advice. For purposes hereof, the terms offered to a prospect shall be deemed to be substantially the same as those set forth in the Advice as long as there is no more than a seven and one-half percent (7.5%) reduction in the “bottom line” cost per rentable square foot of the Offer Space to the prospect when compared with the “bottom line” cost per rentable square foot under the Advice, considering all of the economic terms of the both deals, respectively, including, without limitation, the net rent, any tax or expense escalation or other financial escalation and any financial concessions. E. If Tenant exercises its Offer Right as to a subject Offer Space, Landlord shall prepare an amendment (an “Offer Amendment”) adding the subject Offer Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Base Rent, rentable square footage of the Premises, Tenant’s Share and other appropriate terms. A copy of the Offer Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Offer Amendment to Landlord within ten (10) days thereafter, but an otherwise valid exercise of the Offer Right shall be fully effective whether or not the Offer Amendment is executed. F. Notwithstanding anything herein to the contrary, Tenant’s Offer Right is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof.

Right of First Offer. Provided that both on (a) If Landlord decides to offer the date Leased Premises (or, subject to (e) below, if all or a majority of Tenant’s exercise the controlling direct or indirect equity interests of its option in regard hereto, and on the date upon which such space is Landlord are to be occupied by Tenant hereunder, offered for sale (i) any of the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject foregoing interests being hereinafter referred to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer SpaceEquity Interests”). If ) to any such Offer Space is available for leasingthird party, the Landlord shall provide the Tenant with first offer by written notice (the “Offer”) to sell the Leased Premises (or the Equity Interests, as applicable) to Tenant for a specific purchase price (the “ROFO Purchase Price”) and, upon such terms and conditions as Landlord, in Landlord’s Offer Notice”sole discretion, would otherwise intend to offer to sell the Leased Premises (or the Equity Interests, as applicable), which notice shall describe prior to Landlord’s offering to sell the Offer Space expected Leased Premises (or the Equity Interests, as applicable) to become available for occupancy by Tenant, any such third party except that the time of its availability and all of the terms, covenants, terms and conditions of any such lease sale to Tenant shall be (i) consistent with the terms and provisions of this Paragraph 36 and (ii) the sale to Tenant shall be “AS IS”, “WHERE IS”, without representation or warranty by Landlord, other than representations as to ownership of equity interests, if applicable. If Landlord shall make the Offer, then, whether or not Tenant has accepted the Offer, Landlord shall have the unilateral right, in Landlord’s sole discretion, to revoke the Offer Spaceif an Event of Default exists under this Lease on the date on which Landlord shall give, including the amount of the rent for such Offer Space. In the event that Tenant desires or would otherwise be required to lease any such Offer Spacegive, Tenant the Offer. (b) Tenant shall notify have the right to accept the Offer only by giving Landlord in writing within fifteen (15) business days following its receipt written notice of the Landlord’s Offer Notice, of its desire to lease such Offer Space acceptance (the “Tenant’s Response ROFO Notice”)) within thirty (30) days after delivery by Landlord to Tenant of the Offer. Time shall be of the essence with respect to said thirty (30) day period and delivery of the giving of ROFO Notice by Tenant. If Tenant shall accept the Offer, Tenant shall execute any documentation reasonably required by Landlord to reflect Tenant’s Response Noticeacceptance of the Offer. Notwithstanding anything to the contrary contained in this Lease, upon the delivery of the ROFO Notice by Tenant’s failure , no event or circumstances affecting the Leased Premises including, but not limited to, a Condemnation or Casualty, shall give Tenant any right or option of Tenant to timely deliver cancel, surrender or otherwise terminate this Lease, and any other right or option of Tenant under the Lease to acquire the Leased Premises (or the Equity Interests, as applicable), shall automatically be deemed to have been waived by Tenant for all purposes under this Lease; provided that if the Offer, and corresponding ROFO Notice delivered by Tenant, include a Tenant’s Response right by Tenant to cancel the ROFO Notice in the event of a Condemnation, Casualty, or otherwise, and thereafter, a Condemnation, Casualty, or other event identified in the ROFO Notice giving rise to a right to terminate the ROFO Notice shall occur, and Tenant cancels the ROFO Notice in connection therewith, then this Lease shall remain in full force and effect and the provisions of the Lease with respect to such matters shall control. (c) If Tenant does not accept, or fails to accept, the Offer in accordance with the provisions herein, Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option under no further obligation with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord terms contained herein and Tenant shall enter into an amendment have forever waived and relinquished its right to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related theretoOffer, and Landlord shall at any and all times thereafter be entitled to market the Leased Premises (or the Equity Interests, as applicable) to others upon such terms and conditions as Landlord in its sole discretion may determine, except that if the price (“Third Party Price”) for which Landlord enters into a binding contract (“Third Party Contract”) to sell the Leased Premises (or the Equity Interests, as applicable) is less than ninety-five percent (95%) of the ROFO Purchase Price, Tenant shall have fifteen (15) days in which to accept the Third Party Price. Tenant shall, within five (5) days after Landlord’s request therefor, deliver an instrument in form reasonably satisfactory to Landlord confirming the aforesaid waiver, but no obligation such instrument shall be necessary to decoratemake the provisions hereof effective. Notwithstanding the foregoing, repair, alter, improve or otherwise prepare if Landlord does not close on a sale to a third party within 180 days from the date that is the later of the date upon which Tenant would have been required to accept an Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space contained in a ROFO Notice delivered to Tenant because of or the holding over date Tenant affirmatively waives its right to accept the Offer, then if Landlord later decides to sell the Leased Premises (or retention of possession thereof by any tenantthe Equity Interests, subtenant or other occupant or for any other reasonas applicable), Landlord shall be obligated to deliver an Offer to Tenant in accordance with the terms set forth in Paragraph (a) above and thereafter the remaining provisions set forth in Paragraph 36 shall apply. (d) If Tenant does not be timely deliver the ROFO Notice and the Leased Premises are directly (or indirectly, pursuant to a sale of the Equity Interests) transferred to a third party , Tenant will attorn to such third party as Landlord so long as such third party and Landlord notify Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. (e) Notwithstanding anything to the contrary contained herein, the provisions of this Paragraph 36 shall not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Landlord’s interest in the Leased Premises, (ii) any sale of the Leased Premises pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord’s interest in the Leased Premises is now or hereafter subject (or the first transfer that occurs after any occurrence described in the foregoing), (iii) any transfer of Landlord’s interest in the Leased Premises to a Lender, beneficiary under deed of trust or other hold of a security interest therein or their designees by deed in lieu of foreclosure (or the first transfer that occurs after any occurrence described in the foregoing), (iv) any transfer of the Leased Premises to any liability governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Leased Premises or any interest therein or in Landlord to any affiliate of Corporate Property Associates 17 Incorporated (“CPA:17”) Corporate Property Associates 18 Incorporated (“CPA: 18”), W.P. Xxxxx Inc., or to any entity for failure whom W.P. Xxxxx Inc. or any of its affiliates or subsidiaries provides management or advisory services or investment advice, (vi) a transfer to give possession any person or entity to whom any of the foregoing sells all or substantially all of its assets, (vii) any transfer among or between the foregoing; (viii) any transfer of the Leased Premises to any of the successors or assigns of any of the persons or entities referred to in the foregoing clauses; or (ix) sale of the direct or indirect interests in the Landlord entity in connection with a “portfolio”-type transaction, which includes the sale of the Landlord entity along with other entities and/or properties owned or controlled by any Landlord affiliate (provided that occurrence of any of the foregoing identified in this clause (ix) would not in any way act to invalidate or forfeit Tenant’s rights under this Paragraph 36 in the event that any successor-in-interest pursuant to the foregoing clause (ix) decides to at any time offer the Leased Premises to a third party). (f) If the Leased Premises (or the Equity Interests) are purchased by Tenant pursuant to this Xxxxxxxxx 00, Xxxxxxxx need not convey any better title thereto than that which was conveyed to Landlord, and Tenant shall accept such title, subject, however, to the validity Permitted Encumbrances and to all other liens, exceptions and restrictions on, against or relating to any of the Leased Premises and to all applicable Laws, but free of the lien of and security interest created by any Mortgage or assignment of leases and rents and liens, exceptions and restrictions on, against or relating to the Leased Premises which have been created by or resulted solely from acts of Landlord after the date of this Lease, unless the same are Permitted Encumbrances or customary utility easements benefiting the Leased Premises or were created with the consent of Tenant or as a result of a default by Tenant under this Lease. (g) Upon the date fixed for a purchase of the Leased Premises (or Equity Interests, as applicable) pursuant to this Paragraph 36 which shall be a date mutually acceptable to Landlord and Tenant which shall be no later than either sixty (60) days following acceptance of the Offer or the date specified in the Third Party Contract, if applicable, (the “Purchase Date”), Tenant shall pay to Landlord, or to any Person or entity to whom Landlord directs payment, the ROFO Purchase Price and all other sums payable by Tenant under the Offer, in Federal Funds, and Landlord shall deliver to Tenant or its designee (i) special warranty deeds or their equivalent which describe the Leased Premises being conveyed and conveys the title thereto as provided in Paragraph 36(f) above (or an assignment of membership interest, if applicable) and (ii) such other instruments as shall be necessary to transfer the Leased Premises (or the Equity Interests, if applicable) to Tenant or its designee. Upon the completion of such purchase by Tenant or its designee, this Lease and all obligations and liabilities of Tenant hereunder shall terminate, except any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or termination of this Lease or which survive such expiration or termination by their own terms. Any prepaid Monetary Obligations paid to Landlord shall not be impaired under prorated as of the Purchase Date, and the prorated unapplied balance shall be deducted from the ROFO Purchase Price due to Landlord; provided, that no apportionment of any Impositions shall be made upon any such circumstancespurchase. (h) If the completion of the purchase by Tenant or its designee pursuant to this Paragraph 36 shall be delayed after the date scheduled for such purchase, but in no event Basic Rent and Additional Rent shall Tenant continue to be obligated due and payable until completion of such purchase. (i) Notwithstanding anything to pay rent on the Offer Space until contrary set forth herein, the Landlord delivers possession thereof. The provisions of this paragraph Paragraph 22(i) shall survive the entry into by Landlord and continue to apply with respect to any sale to a Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceCompetitor.

Right of First Offer. Provided that both on Beginning in the date nineteenth (19th) month following the Sublease Start Date and thereafter during the Term of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project this Sublease (the “Offer SpacePeriod”). If any such Offer Space is available for leasing, Subtenant shall have the Landlord shall provide the Tenant with written notice right of first offer (the “Right of First Offer”) for the entire (but not less than the entire) Expansion Space in both the Cascade Building and the Xxxx Building. Sublandlord shall notify Subtenant of the availability of the Expansion Space in writing, specifying the terms which Sublandlord is willing to accept to sublease the Expansion Space. Subtenant shall, by written notice to Sublandlord (with a copy to Prime Landlord’s Offer Notice”), which exercise its Right of First Offer within twenty (20) days of receipt of Sublandlord’s notice and according to terms offered by Sublandlord. If Subtenant rejects or does not respond to the terms of Sublandlord’s notice then Subtenant’s Right of First Offer shall describe thereafter irrevocably lapse and terminate as to the Expansion Space, and Sublandlord shall thereafter be free to sublease the Expansion Space to any third-party at any time without regard to the restrictions in this Section and on whatever terms and conditions Sublandlord may decide. The Right of First Offer Space expected to become available for occupancy by Tenant, shall be of no force and effect if at the time of Subtenant’s attempt at exercise thereof, an Event of Default has occurred and is continuing. If Subtenant exercise its availability and all Right of the terms, covenants, and conditions of such lease of the First Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Spaceas provided herein, then and in such event, Landlord Sublandlord and Tenant Subtenant shall enter into an amendment to this Lease, Sublease within thirty fifteen (3015) days following the date of Subtenant’s exercise of its Right of First Offer for sublease of the TenantExpansion Space on the terms and conditions set forth in Sublandlord’s Response Notice for the lease of such Offer Space, notice which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Expansion Space to be incorporated into the Subleased Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Expansion Space.

Right of First Offer. Provided 26.1 Subject to the terms and conditions of this Section 26.1, if that both certain horizontally contiguous space on the date sixth (6th) floor of the Building, known as Suite 603, containing approximately two thousand sixty-nine (2,069) square feet of rentable area, as shown on the plan attached hereto as Exhibit E (the “ROFO Space”) becomes available for Lease during the Lease Term as it may be extended or renewed, then Tenant shall have the one-time first right to lease such ROFO Space for the then remainder of the Lease Term (as it may have been extended or renewed) pursuant to the following terms and conditions: (a) Prior to entering into any lease with any third party for the ROFO Space, Landlord shall notify Tenant in writing (the “Landlord ROFO Availability Notice”) of the availability of such space. Tenant shall have ten (10) days after receiving the Landlord ROFO Availability Notice to notify Landlord in writing (“Tenant’s exercise ROFO Election Notice”) that Tenant desires to negotiate with Landlord for a lease of such ROFO Space for the then remainder of the Lease Term (as it may have been extended or renewed). If Tenant does not properly and timely deliver Tenant’s ROFO Election Notice to Landlord as set forth above, Landlord shall be free to lease the ROFO Space to any third party on terms and conditions as determined by Landlord in its option in regard heretosole and absolute discretion, and Tenant’s right of first offer set forth in this Section 26.1 shall be of no further force or effect and Landlord shall have the right to lease the ROFO Space to any third party on any terms. (b) If Tenant timely and properly exercises its right to lease the date upon which such space is ROFO Space pursuant to be occupied by Tenant hereunderthis Section 26.1, then (i) such ROFO Space shall be added to the Lease is in full force Premises as of the date Landlord delivers same to Tenant (the “ROFO Space Commencement Date”) at an annual Base Rent and effectany other applicable concessions determined as provided herein, and pursuant to all of the other then existing terms and conditions of this Lease; provided, however, that all provisions varying with square footage not specifically described herein (including, without limitation, Tenant’s Proportionate Share) shall be re-determined to reflect the increased rentable area of the Premises, and (ii) Tenant is not shall accept the ROFO Space in broom clean, but otherwise then “as is” condition, with no improvements obligation on the part of Landlord unless included in material default under the Lease, Tenant Landlord ROFO Availability Notice. (c) The parties shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following after Landlord’s timely receipt of Tenant’s ROFO Election Notice (the “ROFO Negotiation Period”) in which to agree on the annual base rent, escalation factor and additional rent (and any other applicable concessions) which shall be payable for the first year of the Lease Term for the ROFO Space, which would equal one hundred percent (100%) of the applicable fair market rent taking into account the Market Items (as defined in Section 3.4), except that such fair market rent shall be determined with respect to a new lease. If during the ROFO Negotiation Period the parties agree on such annual base rent, escalation factor and additional rent, then they shall promptly execute an amendment to the Lease stating the terms so agreed upon. If during the ROFO Negotiation Period the parties are unable, for any reason whatsoever, to agree on such annual base rent, escalation factor and additional rent, then within five (5) business days after the last day of the ROFO Negotiation Period, the parties shall each appoint a real estate broker who shall be licensed in the Commonwealth of Massachusetts and who specializes in the field of commercial office space leasing in Boston, Massachusetts, has at least ten (10) years of experience and is recognized within the field as being reputable and ethical. Such two individuals shall each determine, within ten (10) business days after their appointment, such annual base rent, escalation factor and additional rent. If such individuals do not agree on such items, then the two individuals shall, within five (5) business days, render separate written reports of their determinations and together appoint a third similarly qualified individual. The third individual shall, within ten (10) business days after his or her appointment, select either Landlord’s broker’s determination or Tenant’s broker’s determination (this being the third broker’s sole function) as being closest to the applicable fair market annual base rent, escalation factor and additional rent and shall notify the parties of such selection. The third broker’s decision shall be final and conclusive, and binding on Landlord and Tenant. Landlord and Tenant shall each bear the cost of its broker and shall share equally the cost of the third broker. Upon determination of the annual base rent, escalation factor and concessions payable pursuant to this Section, the parties shall promptly execute an amendment to this Lease stating the rent and additional terms so determined (the “ROFO Amendment”). (d) Tenant’s rights under this Section 26.1 are subject and subordinate to (i) any rights of any other tenant pursuant to its lease at the Building as of the Execution Date, and (ii) Landlord’s rights to renew or continue to lease space to any current or future tenant of such space beyond the expiration date of the Tenant’s Response Notice for the lease term of such Offer Spacetenant’s lease. (e) Notwithstanding anything in the Lease to the contrary, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion delivery of possession of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer ROFO Space to Tenant in “broom clean” fashion. and commencement of Tenant’s leasing thereof is and shall be subject to Landlord’s obtaining possession from any prior tenant or occupant who holds over beyond the applicable lease expiration date, and Tenant shall not be entitled to any abatement have no claim against Landlord (for damages or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, otherwise) and Landlord shall have no obligation or liability for, on account of or with respect to decorate, repair, alter, improve any holdover in all or any portion of the ROFO Space. Tenant shall accept possession of such ROFO Space and commence paying rent therefor on the date of delivery of such space by Landlord in the condition required and otherwise prepare as provided pursuant to this Section 26.1 and the Offer Space for ROFO Amendment. (f) If an Event of Default exists on the date Tenant sends Tenant’s occupancy. If ROFO Election Notice or on the ROFO Space Commencement Date, or if an Event of Default exists on the date that Landlord is unable would be required to give possession send a Landlord ROFO Availability Notice, then, at Landlord’s election, Tenant’s rights pursuant to this Section 26.1 shall lapse and be of no further force or effect. (g) Tenant’s rights under this Section 26.1 may be exercised by Tenant only and may not be exercised by or for the benefit of any Offer transferee, sublessee or assignee of Tenant (other than an Affiliate-assignee of Tenant, as permitted hereby). (h) If at any time any portion of the Premises has been subleased or assigned (other than to an Affiliate-assignee of Tenant as permitted hereby), or if this Lease has been terminated with respect to such portion of the Premises, then Tenant’s rights pursuant to this Section 26.1 shall lapse and be of no further force or effect. (i) Tenant has the right under this Section 26.1 to lease only the entire ROFO Space identified in Landlord’s ROFO Availability Notice. Tenant has no right to lease less nor more than the entire ROFO Space so identified. Tenant shall have no right to renew or extend the Lease Term with respect to the ROFO Space except in connection with the renewal of the Lease Term for the entire Premises pursuant to Section 3.4 above. (j) Landlord shall have no obligation to offer the ROFO Space to Tenant because of if there are less than twenty-four (24) months then remaining in the holding over Lease Term. Notwithstanding the foregoing, if there are less than twenty-four (24) months then remaining in the Lease Term and Tenant has available to it an unexercised Renewal Term pursuant to Section 3.4 above, that has not been waived by Tenant or retention of possession thereof by any tenantdeemed waived, subtenant or other occupant or for any other reason, then Landlord shall offer the ROFO Space to Tenant during such period pursuant the terms of this Section 26.1; provided, however, that (i) Landlord shall have no obligation to lease the ROFO Space to Tenant for a term of less than twenty-four (24) months, and (ii) Tenant’s right to lease the ROFO Space from Landlord shall be conditioned upon Tenant’s irrevocable exercise of such Renewal Term pursuant to Section 3.4 above along with or prior to Tenant’s delivery to Landlord of Tenant’s ROFO Election Notice, and (iii) if Tenant does not properly and timely deliver Tenant’s Renewal Option Notice to Landlord as set forth in Section 3.4 above, then Landlord shall have no further obligation to Tenant with respect to the ROFO Space and Landlord shall be subject free to lease the ROFO Space to any liability for failure to give possession third party on terms and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into conditions as determined by Landlord in its sole and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spaceabsolute discretion.

Right of First Offer. Provided that both If at any time any of the space located on the balance of the 47th floor of the Building (the “Subject Space”) shall become available for lease, Sublandlord shall not sublease any of such space (the “Available Space”) to any other person unless Subtenant first shall have waived or been deemed to have waived its right to lease such Available Space pursuant to the terms and provisions of this Section 18. If at any time Sublandlord learns that any of the Subject Space will become Available Space, Sublandlord promptly shall notify Subtenant of the date of Tenant’s exercise of its option in regard heretoon which such Available Space will become available, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant Subtenant thereafter shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire right to lease such Offer Available Space (upon the “Tenant’s Response Notice”). Time shall be of the essence same terms and conditions as are set forth herein with respect to the giving Subleased Premises by delivering written notice of any Tenantsuch exercise to Sublandlord within twenty (20) Business Days of Subtenant’s Response Noticereceipt of the written notice of such availability from Sublandlord. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant If Subtenant elects to lease the Offer such Available Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following on the date of on which such Available Space becomes available, or on such other date as Sublandlord and Subtenant shall mutually agree, the Tenant’s Response Notice for Available Space shall be included in the lease of such Offer Space, which amendment, among other Subleased Premises upon the same terms, covenants and conditions therein containedas are applicable to the Subleased Premises, shall provide for the Offer Space to be incorporated into the Premises and the Base amount of Net Rent due and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as payable by Subtenant with respect to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Available Space shall be leased to Tenant calculated utilizing the same rate, expressed on an “AS IS” a per square foot of Rentable Area basis, in as the state Net Rent applicable to the Subleased Premises, and condition in which the same Subtenant’s Share shall be appropriately adjusted. If any such Available Space is scheduled to become available upon removal by the preceding occupantoccurrence of the Initial Term Expiration Date, if anySublandlord shall so notify Subtenant in writing, except that Landlord and Subtenant shall remove any items of personal property left by such occupant and shall deliver have the Offer Space right to Tenant in “broom clean” fashion. Tenant shall not be entitled cause Sublandlord to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as exercise the applicable Renewal Option with respect to the condition of any Offer Space or as to any other thing or fact related theretoAvailable Space, and Landlord whereupon Sublandlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under so exercise such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceRenewal Option.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant 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 entire remaining balance of the vivarium space in the Master Premises, then Sublandlord shall notify Subtenant in material default under writing (such written notice, the Lease“Offer Notice”) of the terms on which Sublandlord would be willing to sublease the same, Tenant shall have which terms may include, without limitation, the rightsubleasing of other 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, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasingSubtenant, the Landlord shall provide the Tenant with written notice within five (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (155) business days following its after receipt of the LandlordSublandlord’s Offer Notice, of accepts Sublandlord’s offer in the Offer Notice and indicates in writing its desire agreement to lease such sublease the Offer Space on the terms stated in Offer Notice, then, subject to Master Landlord’s consent, Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Offer Space on the terms stated in the Offer Notice (and all other terms set forth in this Sublease that are not inconsistent with the “Tenant’s Response terms set forth in the Offer Notice”). Time Upon such acceptance by Subtenant, (i) Sublandlord shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into prepare an amendment to this Leasethe Sublease reflecting all such terms, (ii) Subtenant shall promptly (and in all events within thirty ten (3010) business days following the date after receipt of the Tenant’s Response same) execute the same, and (iii) the rights of Subtenant under this Paragraph 3.C shall terminate in their entirety and shall no longer be in effect. If Subtenant does not indicate in writing its agreement to sublease the Offer Space on the terms contained in the Offer Notice for within said five (5) business day period, or if Master Landlord shall withhold its consent to the lease sublease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to Subtenant, then the rights of Subtenant under this Paragraph 3.C shall terminate in their entirety and shall no longer be incorporated into the Premises in effect, and the Base Rent and Tenant’s Proportionate Share Sublandlord shall thereafter be free to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to sublease the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement (or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceMaster Premises, including without limitation any vivarium space) to any third party upon any terms and conditions 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 Master Premises.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon but not the conditions, and subject to the terms, set forth hereinobligation, to lease additional office space which may be available for leasing (as hereinafter defined) throughout expand the Project Premises (the “Offer SpaceExpansion Right”)) to include the Expansion Premises upon the terms and conditions in this Section. For purposes of this Section 40(a) “Expansion Premises” shall mean that certain space in the Project, commonly known as Rooms 134, 133 and 167, containing approximately 655 rentable square feet, as shown on Exhibit A, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If any the Expansion Premises shall become available, Landlord shall, at such Offer Space is available for leasing, the time as Landlord shall provide the elect so long as Tenant's rights hereunder are preserved, deliver to Tenant with written notice (the “Landlord’s Offer Expansion Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all ) of the termsavailability of such Expansion Premises, covenants, together with the terms and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires on which Landlord is prepared to lease any Tenant such Offer Space, Expansion Premises. Tenant shall notify Landlord be entitled to exercise its Expansion Right under the terms of this Section 40(a) only with respect to the entire Expansion Premises identified in writing within fifteen (15) the Expansion Notice. Tenant shall have 5 business days following its receipt delivery of the Landlord’s Offer Notice, Expansion Notice to deliver to Landlord written notification of its desire to lease such Offer Space Tenant's exercise of the Expansion Right (the “Tenant’s Response Acceptance Notice”). Time Provided that no right to expand is exercised by any tenant with superior rights, Tenant shall be of entitled to lease such Expansion Premises upon the essence terms and conditions set forth in the Expansion Notice. Tenant's failure to deliver an Acceptance Notice to Landlord within the 5 business day period provided for above shall be deemed to be an election by Tenant not to exercise Tenant's Expansion Right with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord Expansion Space, in which case Tenant shall have no further rights under this Section 40(a), this Section 40(a) shall be deemed a decision not to exercise, null and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then void and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement no further force or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related theretoeffect, and Landlord shall have no obligation the right to decorate, repair, alter, improve or otherwise prepare lease the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Expansion Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for third party on any other reason, Landlord shall not be subject terms and conditions acceptable to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceLandlord.

Right of First Offer. Provided 10.1 Landlord grants to Tenant the exclusive Right of First Offer to lease any and all space that both on becomes available (where) ("Expansion Space"). Landlord shall notify Tenant in writing when the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to or will be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, available. Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its from receipt of the Landlord’s Offer Notice, written notification to indicate to Landlord in writing of its desire intent. 10.2 In the event Tenant exercises its Right of First Offer as noted above, the rent for the Expansion Space shall be calculated at the finished office space rate per square foot per year that is in effect under this Lease at that time. Landlord shall provide improvements to the additional space comparable to the improvements provided to the space leased under this Lease. An "Amendment of Lease" form shall be executed setting forth the amount of Expansion Space, the commencement date of occupancy of Expansion Space and the amount of additional rent that shall be due and payable to Landlord. 10.3 In the event Tenant does not elect to lease such Offer Space the Expansion Space, whether by notice to Landlord or by failing to respond to Landlord’s notice within the fifteen (15) business day period (the “Tenant’s Response Notice”). Time earlier of such date shall be of referred to herein as the essence with respect “First Offer Deadline”) and Landlord leases the space to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waiveanother party, Tenant’s right to exercise such option with respect to such Offer Right of First Offer, nevertheless, shall continue throughout the term of this Lease and extension thereof if the Expansion Space but only again becomes vacant and Landlord offers it for rent. In the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects event that Landlord fails to lease the Expansion Space within ninety (90) days after the First Offer Space, then Deadline and in such eventLandlord still desires to lease the Expansion Space to a third party, Landlord shall notify Tenant again in writing and Tenant shall enter into an amendment have another Right of First Offer for the Expansion Space pursuant to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSection.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant Subtenant is not then in material default under the Leaseterms, Tenant covenants and conditions of this Sublease, Subtenant shall have the rightright to sublease in its entirety, upon or such lesser portion as shall be available, as provided below, the conditions, premises currently subleased to Genzyme Corporation consisting of the entire sixth floor and subject to a portion of the terms, set forth herein, to lease additional office space which may be available for leasing fifth floor of the Building constituting in the aggregate approximately 65,070 rentable square feet (as hereinafter defined) throughout the Project (the “Offer Expansion Space”)) when it becomes available, as defined below. If any such Offer Space is available “available” for leasingpurposes 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 Landlord shall provide space is scheduled to be vacant and Sublandlord currently desires to begin marketing the Tenant with written notice space and (the “Landlord’s Offer Notice”)ii) any subtenants having superior rights to such space, including, but not limited to, Genzyme Corporation, which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence has an existing extension option with respect to the giving Expansion space, have declined or failed to exercise such rights. In such event, Sublandlord shall give written notice to Subtenant (the “ROFO Notice”) of any Tenant’s Response Notice. Tenant’s failure the date of availability of the Expansion Space and the terms and conditions on which Sublandlord intends to timely deliver offer it to the public, which shall include a Tenant’s Response 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 Landlord shall be deemed a decision not Subtenant in which to exercise, and also to waive, Tenantexercise Subtenant’s right to exercise such option 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 such Offer the Expansion Space. Without limiting the generality of the foregoing, if Sublandlord leases all or any portion of the Expansion Space but only for the occasion identified in such Landlord’s Offer Notice. If, to a third party pursuant to the Tenant’s Response Noticepreceding sentence and such Expansion Space is subsequently vacated again during the Term of this Sublease or any renewal hereof, Tenant elects Subtenant shall not have a new right of first offer to lease such Space. Notwithstanding the Offer Spaceforegoing, then Sublandlord shall have the absolute right to renew or extend any existing subtenant’s lease. If Subtenant exercises its right to sublease hereunder, Sublandlord and in such event, Landlord and Tenant Subtenant shall enter into an amendment to this Lease, within have thirty (30) days 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 right to sublease hereunder, effective as of the date Sublandlord delivers to Subtenant possession of the Tenant’s Response Notice for Expansion Space in broom clean condition with all personal property of others removed therefrom, the lease of such Offer Space, which amendment, among other terms, covenants Expansion Space shall automatically be included within the Sublease Premises and subject to all the terms and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Sublease, except as set forth in Sublandlord’s notice and as follows: a. Subtenant’s Share shall be recalculated, using the total square footage of the Sublease Premises, as increased by the Expansion Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer . b. The Expansion Space shall be leased to Tenant on an “AS ISas is” basis, in the state basis and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord Sublandlord shall have no obligation to decorateimprove the Expansion Space or grant Subtenant any improvement allowance thereon. c. If requested by either party, repairSublandlord and Subtenant shall, alterprior to the beginning of the term for the Expansion Space, improve or otherwise prepare execute an amendment of the Offer Sublease memorializing the inclusion of the Expansion Space and the Annual Rent for Tenant’s occupancy. If Landlord is unable the Expansion Space. d. Nothing herein shall be construed as to give possession prohibit Sublandlord from extending the term of the lease of any Offer Space to Tenant because existing subtenant. e. Section 1(e) of the holding over or retention Sublease shall be amended to provide that Sublandlord shall rent to Subtenant additional parking spaces in an amount equal to 1.5 spaces per 1,000 rentable square feet of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord floor area in the Expansion Space at the rate per space set forth in the Sublease. f. This option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid right of first offer shall not be subject “personal” to any liability for failure to give possession Subtenant as set forth above and the validity of this Lease shall not be impaired under such circumstances, but that in no event shall Tenant be obligated will any assignee or sublessee (other than a transferee pursuant to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions a change of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion control described in Section 5(e) of the Offer SpaceSublease explicitly excluded from the definition of a “Transfer” under such Section 5(e)) have any rights to exercise the aforesaid right.

Right of First Offer. Provided (a) If at any time during the Term of this Lease, any space on the second floor of the West Wing of the Building (the “ROFO Space”) becomes available for occupancy upon the expiration or earlier termination of the lease therefor between Landlord and a third party tenant (and provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under hereunder beyond all applicable notice and grace periods (if any), and (ii) the LeaseTenant named in Article 1 above is then occupying at least ninety percent (90%) of the Premises for the conduct of the Permitted Uses), Tenant shall have the right, upon the conditions, and right of first offer to lease any such ROFO Space subject to and in accordance with the terms, terms and conditions set forth herein, to lease additional office space which may be available for leasing in this Section 2.02 (as hereinafter defined) throughout the Project (the “Offer SpaceTenant’s ROFO Right”). If at any such Offer time any ROFO Space is shall become available for leasingoccupancy, the Landlord shall provide the notify Tenant with written notice thereof in writing (the “Landlord’s Offer ROFO Space Notice”), which notice shall describe include (i) the Offer anticipated estimated date upon which such ROFO Space expected to shall become available for occupancy by TenantTenant (the “ROFO Commencement Date”), (ii) a floor plan showing the time approximate rentable square footage thereof, and (iii) Landlord’s determination of its availability the Fair Market Rent for such ROFO Space for a period coterminous with the Term of this Lease. Tenant shall have the right only to lease all such ROFO Space described in Landlord’s ROFO Space Notice (and not less than all of the terms, covenants, and conditions of such lease of the Offer ROFO Space, including the amount of the rent for such Offer Space. In the event that Tenant desires ) by giving written notice to lease any such Offer Space, Tenant shall notify Landlord in writing (“Tenant’s ROFO Acceptance Notice”) within fifteen (15) business days following its receipt after Tenant receives Landlord’s ROFO Space Notice, time being of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”)essence. Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, If Tenant so elects to lease the Offer subject ROFO Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer ROFO Space shall be leased by Landlord to Tenant on an “AS IS” basis, in the state and condition in which upon the same terms and conditions contained in this Lease, except that: (A) Base Rent for the subject ROFO Space shall be upon removal by equal to the preceding occupant, if any, except that Landlord shall remove any items of personal property left Fair Market Rent therefor determined in accordance with Section 3.03(c) below (made applicable hereto by such occupant changes and modifications as are required given the application hereof), (B) the subject ROFO Space shall deliver be and become part of the Offer Premises hereunder upon the delivery of such ROFO Space to Tenant, and (C) it is understood and agreed that, unless otherwise expressly provided in Landlord’s ROFO Notice, the subject ROFO Space shall be leased by Tenant in its then “broom cleanas-is”, “where-is” fashion. Tenant shall not be entitled to any abatement condition, without warranty or reduction of rent representation by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise complete any work to prepare the Offer applicable ROFO Space for Tenant’s use and occupancy or provide any allowance or contribution therefor. Following such election by Tenant, and effective as of the delivery of the applicable ROFO Space and for the balance of the Term of this Lease and any extension thereof: (x) the “Premises”, as used in this Lease, shall include the applicable ROFO Space; (y) any Additional Rent, charges and expenses due under this Lease and the number of parking spaces to which Tenant shall be entitled in the Parking Facilities shall be re-calculated to reflect the inclusion of the ROFO Space; and (z) the Base Rent shall equal the sum of the then current Base Rent provided for in this Lease plus the Base Rent for the applicable ROFO Space as determined herein. The foregoing provisions of this Section 2.02(a) shall be self-executing, but the parties agree that for purposes of confirming the foregoing, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease in form reasonably acceptable to both parties reflecting the foregoing terms and the incorporation of any ROFO Space. For the purposes hereof, space shall be deemed “available for occupancy. If ” when (1) any lease or occupancy agreement (including extension periods thereunder) for such ROFO Space has expired or is due to expire within not less than six (6) months, (2) any expansion options, expansion rights or other rights to lease with respect to such ROFO Space which are set forth in any other lease or leases entered into prior to the date hereof have expired or been waived, and (3) Landlord is unable free to, and intends to, lease such space to give possession third parties without restriction. (b) If Tenant fails to timely exercise any of its rights hereunder, the right(s) granted hereunder as to the applicable ROFO Space shall be deemed waived for the period set forth in this subsection (b) with respect to such ROFO Space, and Landlord may lease the applicable ROFO Space during such time to any party and upon terms substantially similar to the terms offered to Tenant in Landlord’s ROFO Space Notice (including that the effective rental rate under such lease is at least ninety percent (90%) of the effective Rent offered to Tenant), free of any Offer rights of Tenant. Tenant, following such waiver and within seven (7) Business Days of Landlord’s request therefor, shall execute and deliver to Landlord a certification, in recordable form, confirming the waiver of such right (or if Tenant in good faith disputes that it has so waived such right, Tenant shall so notify Landlord in writing within such 7-Business Day period). Provided that Landlord’s request specifies, in capitalized, boldfaced type in the first paragraph thereof, that Tenant’s failure to so execute and deliver such certification (or to send notice of such dispute) shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming such waiver, then such failure to respond by Tenant shall entitle Landlord to do so, in which event such affidavit shall be binding on Tenant and may be conclusively relied on by third parties. Notwithstanding the foregoing, if Landlord fails to execute a lease of such ROFO Space within twelve (12) months following the expiration of the 15-day period referenced in Section 2.02(a) above, or if Landlord intends on accepting an offer to lease the ROFO Space at an effective rental rate that is less than ninety (90%) percent of the effective Rent offered to Tenant, then Landlord shall be required to again offer to lease the ROFO Space to Tenant because in accordance with the terms hereof prior to leasing the same to a third party. (c) The foregoing Tenant’s ROFO Right may only be exercised by the Tenant named in Article 1 above or a Related Party Transferee (in which latter case all references in this Section 2.02 to “Tenant” shall be deemed to refer to such Related Party Transferee). Tenant acknowledges and agrees that its rights under this Section are and shall be subject and subordinate to any extension rights granted in (i) the initial lease by Landlord to a third party of each portion of the holding over or retention of possession thereof ROFO Space, and (ii) any lease thereafter entered into by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject with a third party with respect to any liability for failure to give possession and portion of the validity of this Lease shall not be impaired under such circumstances, but ROFO Space in no event shall Tenant be obligated to pay rent on accordance with the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSection 2.02.

Right of First Offer. Provided that both on Tenant may lease the date entire Offer Space described in the Offer Proposal upon the terms and conditions set out in this Article 26.00, only if (a) Tenant is not in an Event of Default beyond any applicable notice and cure period under this Lease, or is not subleasing any portion of the Premises, other than to a Permitted Transferee at the time Landlord gives its notice or at the commencement of the lease of the Offer Space; (b) Tenant delivers to Landlord written notice exercising its right to lease the Offer Space pursuant to the terms and conditions contained in the Offer Proposal, within seven (7) business days of Tenant’s receipt of the Offer Proposal; and (c) Upon Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, right to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including or in the amount of event that Tenant rejects the rent for such Offer Space, then Tenant shall have no further right of first offer to any other space. In the event that Tenant desires fails to lease any exercise its right of first offer on the Offer Space within such Offer Space, Tenant shall notify Landlord in writing within fifteen seven (157) business days following its receipt of the Landlord’s Offer Noticeday period, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s have the right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment Space to this Lease, within thirty (30) days following a third party tenant upon substantially the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants same economic terms and conditions therein contained, shall provide for contained in the Offer Space to be incorporated into Proposal (calculated on a net effective basis based on the Premises and proposed annualized Annual Rent, less any allowances, free rent, commissions or other concessions amortized over the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion term of the Offer Space), and Tenant shall have no further right to any Offer Space thereafter. Any options to renew available to Tenant as to For purposes of this Section a third party offer will be substantially similar if the Premises shall apply also to economic terms and conditions are within 10% of the net effective basis of the Offer Space so incorporated into Proposal. In the Premises. All Offer Space event that such third party offer is more than 10% favorable, Landlord shall be leased obligated to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver re-offer the Offer Space to Tenant in “broom clean” fashion. on the more favorable terms, and Tenant shall not be entitled have five (5) business days to any abatement either accept or reduction of rent by reason of such state and conditionreject the offer. Additionally, if Landlord makes no representations as fails to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare lease the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion a third-party within one hundred eighty (180) days of the Offer SpaceProposal, then Tenant’s Right of First Offer shall be renewed.

Right of First Offer. The following language is hereby added as a new paragraph in Article 34: "Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the this Lease is in full force and effect, (ii) effect and Tenant is not then in material default under the Leasehereunder, Tenant shall have a one-time right of first offer on any space on the right4th 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"), upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the notify Tenant with written notice (the “Landlord’s Offer Notice”)in writing, which notice (a "4,h Floor ROFO Notice") shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and contain all of the terms, covenants, and material conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires under which Landlord is prepared to lease any such Offer Space, the 4th Floor ROFO Space to Tenant. Tenant shall notify Landlord in writing within have fifteen (15) business days following its Business Days from receipt of the Landlord’s Offer a 4,h Floor ROFO Notice, time being of its desire the essence, to advise Landlord, in writing, that it has elected to lease such Offer Space (the “Tenant’s Response Notice”)4lh Floor ROFO Space. Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such If Tenant so notifies Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to of this Lease, within thirty (30) days following Lease that incorporates the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer 4lh Floor ROFO Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated in question into the Premises, on the terms and conditions set forth in the 4,h Floor ROFO Notice. All Offer Space 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 (15) days after receipt from Landlord, then at Landlord's option, Tenant's exercise shall be leased void and Tenant shall thereupon have no further rights under this paragraph with respect to Tenant on an “AS IS” basis, in that 4,h Floor ROFO Space." 10. Security Deposit. Article 31 of the state and condition in which Lease is hereby amended as follows: (a) The amount of the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space Security Deposit is hereby increased to Tenant in “broom clean” fashion$167,209.98. Tenant shall not be entitled to any abatement or reduction deposit with Landlord $83,604.99 upon execution of rent by reason of such state and condition. Landlord makes no representations as to this Amendment so that the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because full amount of the holding over or retention Security Deposit is posted. (b) The last paragraph of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject Article 31 is hereby amended to any liability for failure to give possession and provide that if the validity of this Lease shall not be impaired under such circumstances, but decrease in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion amount of the Offer Space.Security Deposit contemplated therein occurs, the reduced amount of the Security Deposit shall be $111,473.32. C Uscrs\mmccorthy\AppDala\Locn! Microsoft Windows INctCache\Conlcnl Oullook\XR20N9G6\First Amendment 12.20.17 (clean).docx

Right of First Offer. (a) Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease no default has occurred and is in full force and effectthen continuing, (ii) the creditworthiness of Tenant is not then substantially the same as of the date of this Amendment, and (iii) Tenant originally named herein or its Permitted Transferee remains in material default under possession of and has been continuously operating in the Lease, Tenant shall have entire Leased Premises throughout the right, upon the conditionsLease Term, and subject to any rights of other tenants to the terms, set forth herein, to lease additional office space which may be available for leasing Offer Space (as hereinafter defineddefined herein) throughout and Landlord’s right to renew or extend the Project lease term of any other tenant with respect to the portion of the 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 “Offer Space”). If any such , notify Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms and conditions upon which Landlord is available for leasing, willing to lease the Landlord shall provide the Offer Space to Tenant with written notice (the “Landlord’s Offer Notice”), which . Tenant shall have seven (7) business days from its receipt of Landlord’s Notice to deliver to Landlord a written notice shall describe agreeing to lease the Offer Space expected to become available for occupancy by Tenant, on the time of its availability and all of the terms, covenants, terms and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Spacecontained in Landlord’s Notice (“Tenant’s Acceptance”). In the event that Tenant desires fails to lease any deliver Tenant’s Acceptance to Landlord within said seven (7) business day period, such failure shall be conclusively deemed a rejection of the Offer SpaceSpace and a waiver by Tenant of this right of first offer, whereupon, except as provided in (c) below, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence have no further rights with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Offer Space and Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects free to lease the Offer Space to a third party. (b) The term for the Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Offer Space shall be five (5) years and the term for the then existing Leased Premises (“Existing Premises”) shall be extended, if necessary, to be coterminous with the term for the Offer Space. If the Lease Term for the Existing Premises is extended as provided above, the Minimum Annual Rent for such extension term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective renewing tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then and in similar buildings in the Park; provided, however, that in no event shall the Minimum Annual Rent during such eventextension term be less than the highest Minimum Annual Rent payable during the immediately preceding term. (c) If Tenant properly exercises its right of first offer, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for Lease adding the Offer Space to be incorporated the Leased Premises upon the terms and conditions set forth herein and making such other modifications to this Lease as are appropriate under the circumstances. If Tenant shall fail to enter into the Premises and the Base Rent and such amendment within ten (10) days following Tenant’s Proportionate Share Acceptance, then Landlord may terminate this right of first offer by notifying Tenant in writing, in which event Tenant shall have no further rights with respect to the Offer Space and Landlord shall be modified free to reflect lease the inclusion Offer Space to a third party. This right of first offer shall be an ongoing right of first offer, which shall mean that if Tenant waives its right of first offer pursuant to subsection (a) above and all of the Offer Space is subsequently leased to a third party (“New Tenant”), Landlord shall not lease the Offer Space to a third party (other than the New Tenant) without notifying Tenant of the availability of the Offer Space. Any options , in which case Tenant shall again have a right of first offer to renew available to Tenant as to the Premises shall apply also to lease the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of accordance with this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSection 16.16.

Right of First Offer. Provided that both on 4.01 If any portion of the date 9th floor of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject Building contiguous to the terms, set forth herein, to lease additional office space which may be available for leasing Premises (as hereinafter defined) throughout the Project (the “First Offer Space”). If any such ) is or will become available during the initial Term, Landlord shall offer to lease the First Offer Space is available for leasingto Tenant, as set forth in a notice to Tenant which identifies the Landlord shall provide the Tenant with written notice First Offer Space (the “Landlord’s First Offer Notice”), which notice describing the term, commencement date and all other material business terms acceptable to Landlord and Landlord shall describe offer to lease the First Offer Space expected to become available for occupancy by Tenant, Tenant upon the time business terms set forth in the First Offer Notice. Such terms shall represent Landlord’s good faith estimate of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent fair market rental terms for such First Offer Space. In Space based on comparable space in the event that Tenant desires to lease any such Offer Space, Building. (a) Tenant shall notify Landlord in writing within fifteen have a period of ten (1510) business days following its Business Days after receipt of the First Offer Notice to give to Landlord notice that Tenant (i) accepts Landlord’s Offer Noticeoffer, of its desire to lease such Offer Space or (the “Tenantii) rejects Landlord’s Response Notice”)offer. Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. notice, and Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord give any such notice within the ten (10) Business Day period shall be deemed a decision rejection of Landlord’s offer, any principles of law or equity to the contrary notwithstanding. A First Offer Notice may only be accepted in whole, not in part. (b) If Tenant rejects, or is deemed to exercisehave rejected, Landlord’s offer, Landlord shall be free to lease such First Offer Space to any party upon any terms and also conditions that Landlord may determine from time to waivetime during the Term, Tenant’s right with no further obligation to exercise such option Tenant under this Section with respect to such First Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant Space. (c) Anything herein to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reasoncontrary notwithstanding, Landlord shall not be subject to any liability for failure obligated to give possession a First Offer Notice, Tenant shall have no right to exercise its option to lease the First Offer Space, and any attempted exercise shall be void and of no effect, if: (i) the validity original named Tenant herein (i.e., LOXO Oncology, Inc.) has assigned the Lease or has at any time subleased any portion of this Lease the Premises (other than sublets to parties that do not require Landlord’s consent under the Lease); or (ii) a Default shall have occurred and such Default shall not be impaired under such circumstances, but in no event shall Tenant have been cured at the time that Landlord would otherwise be obligated to pay rent on give the First Offer Notice or, if such Default occurs after Tenant’s attempted exercise of its option, at the time of the proposed commencement of the lease of the First Offer Space; or (iii) the original Term shall have expired. Notwithstanding anything to the contrary contained herein, Tenant’s Right of First Offer is subject and subordinate to the tenancies, rights and options of other parties (if any) predating this Lease. (d) This Section shall not preclude Landlord from extending a lease for an existing tenant or entering into a new lease with a then existing tenant for the First Offer Space until the Landlord delivers possession or a portion thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.

Right of First Offer. (a) Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant no Default has occurred and is not then in material default under continuing and no facts or circumstances exist which, with the giving of notice or the passage of time, or both, would constitute a 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 shall have in writing (“Landlord’s Notice”) of the rightavailability of any space within the Building, upon the conditions, as shown on Exhibit E attached hereto and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project made a part hereof (the “Offer Space”). If any ) before entering into a lease with a third party for such Offer Space is available for leasing, the Landlord Space. Tenant shall provide the Tenant with written notice have ten (the “10) business days from its receipt of Landlord’s Offer Notice”), which notice shall describe Notice to deliver to Landlord a written acceptance agreeing to lease the Offer Space expected on the terms and conditions contained in Landlord’s Notice which shall be the same terms and conditions as Landlord is willing to become available for occupancy by Tenant, provide to such third party. In the time event Tenant fails to notify Landlord of its availability acceptance within said ten (10) business day period, such failure shall be conclusively deemed a waiver of Tenant’s Right of First Offer and all of the terms, covenants, and conditions of such lease a rejection of the Offer Space, including whereupon Tenant shall have no further rights with respect to the amount of Offer Space and Landlord shall be free to lease the rent for such Offer SpaceSpace to a third party. In the event Tenant accepts the Offer Space on the terms and conditions specified in the Landlord’s Notice, the term for the Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that Tenant desires the term for the Offer Space shall be not less than thirty-six (36) months. If the term of the Offer Space would then exceed the Lease Term for the original Leased Premises, the Lease Term for the original Leased Premises shall be extended automatically to lease any such 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, Tenant shall notify Landlord excluding free rent and other concessions, but adjusted to reflect any term that is less than the term contained in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for the Offer Space (be less than the “Tenant’s Response Notice”). Time shall be of highest Minimum Annual Rent per square foot payable during the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only original Lease Term for the occasion identified in such Landlord’s Offer Noticeoriginal Leased Premises. If, pursuant to the as a result of Tenant’s Response Noticeexercise 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 rate of 3% per annum thereafter. (b) If, within such 10 business day period, Tenant elects to lease accepts the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment amend the Lease to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for include the Offer Space subject to be incorporated into the Premises same terms and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion conditions of the Offer Space. Any options to renew available to Tenant Lease, as to modified by the Premises shall apply also to terms and conditions of the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basisLandlord’s Notice; provided, however, that except as otherwise expressly set forth in the state and condition Landlord’s Notice, no Tenant Improvement allowances or other such financial concessions contained in which the same shall be upon removal by the preceding occupantLease, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space apply to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space. (c) Notwithstanding anything to the contrary contained herein, if, at any time, (i) Landlord delivers a Landlord’s Notice with respect to any Offer Space that adjoins the Leased Premises, (ii) Tenant waives its right of first offer to lease said Offer Space pursuant to the terms of subsection (a) above, and (iii) Landlord leases said Offer Space to a third party, this Special Stipulation 2 shall be thereafter null and void and of no further force or effect and Tenant shall no longer have a right of first offer to lease any Offer Space. (d) This Right of First Offer is personal to Primerica Life Insurance Company and its Permitted Transferee and shall become null and void upon the occurrence of an assignment of the Lease or a sublet of all or a part of the Leased Premises.

Right of First Offer. Provided that both on (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the date entire Premises under this Lease at the time it exercises any of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, following rights set forth herein, to lease additional office space which may be available for leasing in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) throughout is to be added to the Project original 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 new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”). If any ) at such time as Landlord desires to offer the Right of First Offer Space is available to the public for leasinglease. In such event, the Landlord shall provide the Tenant with give written notice (to Tenant of the “Landlord’s Offer Notice”), which notice shall describe availability of the Right of First Offer Space expected to become available for occupancy by Tenant, and the time of its availability and all of the terms, covenants, terms and conditions of such lease of on which Landlord intends to offer it to the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, public and Tenant shall notify Landlord in writing within fifteen have a period of ten (1510) business days following its receipt 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 Offer Noticenotice, failing which Landlord may lease the Right of its desire to lease such First Offer Space (the “Tenant’s Response Notice”). Time to any third party on whatever basis Landlord desires, and Tenant shall be of the essence have no further rights with respect to the giving Right of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the First Offer Space. Any options to renew available to If Tenant exercises its Right of First Offer hereunder, effective as to of the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except date that Landlord shall remove any items delivers the Right of personal property left by such occupant and shall deliver the First Offer Space to Tenant in (the “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction Delivery Date”), the Right of rent by reason of such state and condition. Landlord makes no representations as to the condition of any First Offer Space or as to any other thing or fact related thereto, shall automatically be included within the Premises and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession all the terms and the validity conditions of this Lease shall not be impaired under such circumstancesLease, but except as set forth in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord Landlord’s notice and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.as follows:

Right of First Offer. Provided that both on no event of default has occurred and is continuing under the date terms of Tenant’s exercise of its option in regard heretothis Lease, and on the date upon which subject to any rights granted to other tenants occupying such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Leaseextend or renew their lease(s), Tenant shall have the right, upon the conditions, and subject right of first offer with respect to the terms, set forth herein, to lease additional office any space which may be becomes available for leasing (as hereinafter defined) throughout on the Project (fourth floor of the “Offer Space”)Building. If any such Offer Space is available for leasing, the Landlord shall provide the give Tenant with written notice (the “"Landlord’s Offer 's Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15") business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within at least thirty (30) days following prior to the date of on which any such space ("Expansion Space") is expected to become available and the Tenant’s Response Notice for the terms under which Landlord is willing to lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Expansion Space to be incorporated into Tenant (including the Premises and the initial Base Rent and Tenant’s Proportionate Share Rent, rights to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupantextend, if any, except that and how the Base Rent will be determined during such extended terms), and Tenant shall have the right to be exercised in writing within ten (10) days thereafter, to agree to lease such space upon said terms and conditions. Landlord shall remove any items of personal property left by such occupant prepare and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to this lease or a lease for any such Expansion Space, substantially in the same form as this Lease but incorporating the terms and conditions contained in Landlord's Notice, and if Tenant does not enter into such amendment or lease within ten days thereafter, Tenant will be deemed to have waived its right of first offer with respect to that particular portion of Expansion Space offered and Landlord may offer the Expansion Space to any party upon terms that Landlord deems appropriate. Tenant's right of first offer shall be ongoing during the duration of the Lease which pertains Term with respect to the subject any portion of the Offer SpaceExpansion Space not previously included in a Landlord's Notice, notwithstanding Tenant's refusal of any portion of Expansion Space offered to Tenant at any time during the Lease Term. Nothing in this Section is intended to preclude or limit Landlord's right to grant tenants of such Expansion Space renewal rights or expansion rights which shall have priority over the rights of Tenant under this Lease.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) If Tenant is not then in material default under the LeaseLease beyond any grace or cure period, as may be applicable, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, one time Right of First Offer to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”)Suite 800, which notice shall describe the Offer Space expected is contiguous to become available for occupancy by Tenant, the time of its availability Suite 808 and marked on Exhibit "A" and any part or all of the terms, covenants7th floor space, and conditions of 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 lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that space to Tenant desires to lease any such Offer Space, when it becomes available and Tenant shall notify exercise its right under this paragraph by giving written notice to Landlord in writing within fifteen of its exercise of this right and acceptance of Landlord's offer not later than twenty (1520) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer 's offer. Expansion Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision available when it is vacant and broom clean and not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and tenant rights other than Tenant's right herein. Upon exercise of Tenant's right under this paragraph, the validity of this Lease parties shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of execute an amendment to the Lease which pertains whereby the Expansion Space shall be included in the definition of the "Premises" under the Lease and shall be subject to the subject portion terms of Landlord's offer accepted by Tenant. If not accepted, Tenant's right under this paragraph shall terminate as to the offered space, except that, if Tenant does not exercise its right hereunder only because the. parties were unable to agree on the Market Rent, Tenant's right hereunder shall continue if Landlord markets the Expansion Space to third parties at less than 95% of the Market Rent offered to Tenant. Market Rent shall be 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 date of the exercise of the Right of First Offer, taking into account size and location of the Premises, any rent concessions, moving concessions, tenant allowances, and brokerage commissions prevailing in the market at such time, as well as Tenant's creditworthiness, length of the term, and extent of services provided or to be provided. Tenant's Flight of First Offer Spaceshall be limited to a total area of Expansion Space of 31,638 square feet in the Building and shall automatically terminate when size has been reached.

Right of First Offer. Provided that both All expansion rights, rights of first offer and rights of first refusal set forth in the Amended Lease are hereby deleted in their entirety. The following right of first offer (the “Right of First Offer”) is added to the Lease reading as follows: Subject to the preexisting rights of the existing tenants listed on Exhibit I attached hereto, if at any time during the Term, any space on the date 50th floor of Tenant’s exercise of its option in regard hereto, the Building (the “ROFO Space”) becomes available for lease and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) if Tenant is not then in material default Default under the Lease, then Landlord shall not lease the ROFO Space to any party without first giving Tenant (i) notice (the “ROFO Notice”) of the availability of the ROFO Space which shall have include a description and depiction of the rightspace, upon the conditionsproposed term, including the date such ROFO Space will be available, and subject rental rate (including escalations, if any), abatements and allowances, if any, and other economic concessions that Landlord believes that it would agree to with respect to the ROFO Space (collectively the “Offered Terms”) and such modifications to the Offered Terms which would be required if Tenant were to exercise the Right of First Offer (hereinafter defined) on account of the fact that the remaining Term may be longer or shorter than that proposed by Landlord in the Offered Terms (the “Modified Offered Terms”) and (ii) five (5) business days after the date of such notice in which to commit in writing to lease the ROFO Space on the Modified Offered Terms for the remainder of Term, and otherwise on the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project covenants and conditions contained in this Lease (the “Offer SpaceRight of First Offer”). If any Tenant fails, refuses or is otherwise unable to commit to such Offer Space is available for leasinga lease within the five (5) business day period, the Landlord shall provide have the Tenant with written notice right to lease the ROFO Space to any third party or parties on such terms as are acceptable to Landlord, provided, however, Landlord shall not lease such space to a third party or parties if the net effective rental rate offered to such third party or parties is less than ninety two and one-half percent (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all 92.5%) of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent net effective rental rate delivered to Tenant without providing another five (5) business day period for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord commit in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer ROFO Space (for the “Tenant’s Response Notice”). Time shall be remainder of the essence with respect to Term upon the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect revised Modified Offered Terms reflecting the same net effective rental rate as offered to such Offer Space but only for the occasion identified in third party or parties. If Tenant commits to such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such eventModified Offered Terms, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of promptly execute an amendment to the Lease which pertains incorporating the ROFO Space into the Premises on the revised Modified Offered Terms. The Right of First Offer is personal to the subject portion of Tenant first named in the Offer SpaceLease and may not be exercised by any assignee (other than a Permitted Assignee), subtenant or transferee.

Right of First Offer. Provided that both If after the Lease Commencement Date any portion on the date east side of Tenant’s exercise the first floor of its option in regard heretothe Building, and on the date upon which such space is other than any portion thereof to be occupied by Tenant hereunderLessor or its affiliates, shall be or become vacant and available for occupancy (i) such vacant portion hereinafter referred to as the "RIGHT OF FIRST OFFER SPACE"), and if this Lease is then in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have a single option to lease the rightRight of First Offer Space from Landlord for Tenant's use as offices in connection with Tenant's business, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing following terms and conditions: (as hereinafter definedi) throughout Within five (5) business days after Landlord notifies Tenant that the Project (the “Offer Space”). If any such Right of First Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected vacant or is to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Spacevacant, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision whether or not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects desires to lease the Right of First Offer Space, then and in ; (ii) After such eventnotice from Tenant, Landlord and Tenant shall endeavor in xxxx xxxxx to enter into an amendment to this Lease, within thirty (30) days following agreement for the date leasing of the Tenant’s Response Notice for the lease Right of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the First Offer Space to be incorporated into Tenant, specifying the Premises and the Base Rent and Tenant’s Proportionate Share rent to be modified paid by Tenant for such Right of First Offer Space; (iii) if Landlord and Tenant fail to reflect enter into an agreement for the inclusion leasing of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items Right of personal property left by such occupant and shall deliver the First Offer Space to Tenant in “broom clean” fashion. within ten (10) days after Landlord submits to Tenant a proposed agreement for such purpose, Landlord shall thereafter be free from all restrictions or conditions imposed by this Section 18.5 with respect to the Right of First Offer Space and Landlord shall be free to tease the Right of First Offer Space to any other person, firm or corporation; (iv) Landlord shall not be entitled required to any abatement or reduction lease the Right of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any First Offer Space to Tenant because of other than for a term to expire on the holding over expiration or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity sooner termination of this Lease Lease; (v) Tenant shall not be impaired under accept such circumstances, but in no event shall Tenant be obligated to pay rent on the Right of First Offer Space until the Landlord delivers possession thereof. The provisions in its then condition and state of this paragraph repair unless Landlord, at Landlord's option, shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spaceotherwise agree.

Right of First Offer. Provided that both on The first time Landlord intends to commence what Landlord reasonably believes to be serious negotiations with a third party for the leasing of the space shown in EXHIBIT "A" and designated as the Expansion Space ("Expansion Space") then Landlord shall give Tenant notice ("Landlord's Notice") of the terms and conditions of such proposed leasing. If Tenant fails to notify Landlord within three (3) business days from the date of Tenant’s exercise of its option in regard hereto, Landlord's Notice that Tenant wishes to lease the Expansion Space on such terms and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Leaseconditions, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If waived any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence rights it may have under this paragraph with respect to the giving Expansion Space. If Tenant notifies Landlord within three (3) business days from the date of any Tenant’s Response NoticeLandlord's Notice that Tenant accepts such terms and conditions, then Tenant shall be 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. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not entitled to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only use its then standard lease form for the occasion identified Building, or amend this Lease in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then manner as is consistent with such terms and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashionconditions. Tenant shall not be entitled deemed to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as have effectively exercised its right to lease the condition of any Offer Expansion Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord unless Tenant . (i) is unable to give in possession of any Offer Space the Premises and in good standing under this Lease and (ii) has not have defaulted under this Lease prior to Tenant because such exercise. The expansion space shall be co-terminus with the remainder of the holding over or retention lease term. This right of possession thereof by any tenant, subtenant or other occupant or first offer can only be exercised once each time the Expansion space becomes available for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spacelease.

Right of First Offer. Provided that both on After the date of Tenant’s exercise of its option in regard heretoBuilding is fully leased, and on the date upon which such space is to be occupied so long as this Lease remains in full force and effect without any default by Tenant hereunderbeyond 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 Lease is in full force and effectremainder of the second floor of the Building (currently leased to 908 Devices), (ii) Tenant is not then in material default under 37,500 square feet of the Leasefirst floor of the Building located below the Premises or (iii) at Tenant’s election, Tenant shall have the rightboth such spaces (collectively, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Available Space”). If any such Offer Space is available for leasing; provided that, the Landlord Available Space shall provide the Tenant with written notice (the “Landlordbe lab capable for a wet laboratory use similar to Tenant’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer SpacePermitted Use. In the event that Tenant Landlord desires to lease any Available Space other than to its then current tenant or occupant (if any) or any other party presently entitled pursuant to a written agreement to lease such Offer 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 the proposed lease. Tenant shall notify Landlord may lease such Available Space by accepting Landlord’s offer in writing within fifteen (15) business days following its receipt after notice of such offer has been given by Landlord to Tenant or, if later, fifteen (15) business days after determination of the Landlord’s Offer NoticeFair Market Value rent (hereinafter referred to as the “Response Deadline”). If Tenant does not so accept such offer, of its desire Landlord shall be free to lease such Offer Available Space (the “Tenant’s Response Notice”). Time to any third party on such terms and conditions as Landlord may elect, in which case Tenant shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option have no further recourse with respect to such Offer Space but only Available Space; provided that, if Landlord desires to enter into a lease for the occasion identified in such Landlord’s Offer Notice. If, pursuant Available Space that is at a rental rate which would be less than 95% of the net effective rent offered to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased required to Tenant on an “AS IS” basis, in re-offer the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Available Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to accordance with the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSection 2.3 at such lower net effective rent.

Right of First Offer. Provided that both on 33.1 If, from time to time, Landlord decides to offer any of the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project Landlord Demised Units (the “Offer Space”). If Offered Units” for sale to any such Offer Space is available for leasingthird party, the Landlord shall provide the Tenant with first offer by written notice (the “ROFO Offer”) to sell such Units to Tenant or a Tenant Affiliate designated by Tenant for a specific purchase price (the “ROFO Purchase Price”) and, upon such other material economic and non-economic terms and conditions as Landlord, in Landlord’s Offer Notice”)sole discretion, which notice shall describe would otherwise intend to offer to sell the Offer Space expected Offered Units to become available for occupancy by Tenantany third party, prior to Landlord’s offering to sell the time of its availability and all of Offered Units to any such third party; except that the terms, covenants, terms and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such sale to Tenant shall be consistent with the terms and provisions of this Article 33. If Landlord shall make the ROFO Offer, then, whether or not Tenant has accepted the ROFO Offer, Landlord shall have the unilateral right, in Landlord’s sole discretion, to revoke the ROFO Offer Spaceif any material Event of Default exists under this Lease on the date on which Landlord shall give, or would otherwise be required to give, Tenant the ROFO Offer. 33.2 Tenant shall notify have the right to accept the ROFO Offer only by giving Landlord in writing within fifteen (15) business days following its receipt written notice of the Landlord’s Offer Notice, of its desire to lease such Offer Space acceptance (the “Tenant’s Response ROFO Notice”)) within twenty (20) days after delivery by Landlord to Tenant of the ROFO Offer. Time shall be of the essence with respect to said twenty (20) day period and delivery of the giving ROFO Notice by Tenant. If Tenant shall accept the ROFO Offer, Tenant and Landlord shall execute documentation between Tenant and Landlord containing the terms of any the ROFO Offer and such other reasonable and customary terms and conditions for a transaction of this type and to reflect Tenant’s Response Notice. Tenant’s failure acceptance of the ROFO Offer and to timely deliver consummate the ROFO Offer Transaction (the “ROFO Agreement”). 33.3 If Tenant does not accept, or fails to accept, a Tenant’s Response Notice to Landlord specific ROFO Offer in accordance with the provisions herein, or if after Tenant accepted such ROFO Offer definitive closing documents are not executed within sixty (60) days (the “Document Period”), then Landlord, provided it has complied with the provisions of Section 33.2 of this Lease, shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option under no further obligation with respect to such ROFO Offer Space but only for pursuant to the occasion identified terms contained herein, and except as expressly hereinafter provided below in this Section 33.3, Tenant shall be deemed to have waived and relinquished its right to such specific ROFO Offer and Landlord shall thereafter be entitled to market the Offered Units to others upon the same terms and conditions as were contained in Landlord’s ROFO Offer, subject to the following: (1) if the price (the “Third Party Price”) for which Landlord intends to enter into a binding contract with a third party (a “Third Party Contract”) to sell the Offered Units is less than ninety-five percent (95%) of the ROFO Purchase Price offered to Tenant or contains other terms that are not substantially the same as those contained in the ROFO Offer, or (2) Landlord does not consummate the closing of such Third Party Contract within eight (8) months after the later of (i) the last day that Tenant could have timely accepted such ROFO Offer Notice. Ifunder Section 33.2 of this Lease, or (ii) if applicable, the last day of the Document Period, then Landlord shall be required to again offer the Offered Units to Tenant, with respect to clause (i) above, at the Third Party Price and under the terms of the Third Party Contract and Tenant shall have twenty (20) days in which to accept the Third Party Price and, if accepted, shall thereafter close in accordance with the terms of the Third Party Contract, or, if applicable, with respect to clause (ii) above, pursuant to a new ROFO Offer in accordance with the terms of this Article 33. Tenant’s Response Noticeright under this Article 33 shall apply to each subsequent decision by Landlord or any successor Landlord to offer any Units for sale. 33.4 Notwithstanding anything to the contrary contained herein, Tenant elects the provisions of this Article 33 shall not apply to lease or prohibit (i) any mortgaging or other collateral assignment or hypothecation of Landlord’s interest in the Offer SpacePremises or direct or indirect interest in Landlord, then (ii) any sale of the Premises pursuant to a private power of sale under or judicial foreclosure of any mortgage to which Landlord’s interest in the Premises is now or hereafter subject, (iii) any transfer of Landlord’s interest in the Premises to a mortgagee or other holder of a security interest therein or their designees by deed in lieu of foreclosure or, with respect to a direct or indirect interest in Landlord, a UCC foreclosure sale, (iv) any transfer of the Premises to any governmental or quasi-governmental agency pursuant to power of condemnation, (v) any Transfer of the beneficial ownership interests in Landlord and (vi) any Transfer to a Landlord Affiliate, in such eventeach case under clauses (ii), (iii) and (v) above the Transferee would takes its interest in Landlord Demised Unit(s) subject to this Lease and this Article 33. Notwithstanding the foregoing, Landlord and Tenant shall enter into an amendment to this Leasenot Transfer its ownership interest, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basisin whole or in part, in the state Landlord Demised Units during the Term (and condition in which if the same First Renewal Term is exercised, until October 1, 2022). In addition, any transfer of any or all of the direct or indirect equity interests of Landlord to any entity that is not a Landlord Affiliate shall be upon removal subject to the terms of this Article 33 if the primary asset being transferred in such transaction is, or the primary purpose of such transaction is the transfer of, Landlord or GE’s interest in one or more of the Landlord Demised Units. With respect to clauses (i) - (iii) of this Section 33.4, if, during the Term (and if the First Renewal Term is exercised, until October 1, 2022), any loan made by a third party lender and is secured by all or any portion of Landlord’s ownership interest in the preceding occupantLandlord Demised Unit, if anyand such third party lender is any Person other than GE, except that Landlord shall remove cause GE to guaranty such third party indebtedness. 33.5 If the Premises (or any items Units thereof) is purchased by Tenant pursuant to this Article 33, Landlord shall convey all of personal property left by its right, title and interest in the Premises (or such occupant applicable Units) free and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction clear of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any all Liens other thing or fact related theretothan Permitted Liens, and Landlord shall cause to be removed of record of all Liens other than Permitted Liens, including exceptions and restrictions on, against or relating to the Premises (or such applicable Units) which have been created by, through or under or resulted from the acts or omissions of Landlord or its directors, officers, partners, employees, agents, contractors, lessees, licensees and invitees (and the directors, officers, partners, employees, agents, contractors, lessees, licensees and invitees of Landlord’s Affiliates) after the date of this Lease, unless the same are Permitted Liens or customary utility easements benefiting the Premises or (i) were created or suffered by, or with the written consent of, Tenant or any Permitted Tenant Party or any of their respective directors, officers, partners, employees, agents, contractors, lessees, licensees and invitees or (ii) the Board or as a result of a default by Tenant under this Lease. 33.6 Upon the date fixed for a purchase of the Offered Units pursuant to this Article 33 (or such other date mutually acceptable to Landlord and Tenant but in no obligation event later than the date specified in the Third Party Contract, if applicable (the “ROFO Purchase Date”), Tenant shall pay to decorateLandlord, repairor to any party to whom Landlord directs payment, alterthe ROFO Purchase Price, improve or otherwise prepare (ii) the Offer Space for Tenantparties shall execute and deliver to such other instruments as shall be necessary to transfer all of Landlord’s occupancy. If Landlord is unable to give possession of any Offer Space right, title and interest in the fee and reversionary interests in the Offered Units to Tenant because of or its designee, including, without limitation, documentation to transfer all rights necessary to provide Tenant with the holding over or retention of possession thereof same rights it has under this Lease with respect to the Offered Units as contemplated by the ROFO Agreement (such documentation to include, without limitation, (a) a quitclaim deed for all Special Condominium Facilities servicing the Offered Units, (b) any tenant, subtenant or other occupant or documentation necessary for any other reasonparty under the Condominium Documents regarding satisfaction of any provisions thereof with respect to the purchase of the Offered Units by Tenant, if required, and (c) any documentation as may be required by the XXX in order to preserve Tenant’s XXX benefits after Tenant’s purchase of the Offered Units). If on the ROFO Purchase Date any monetary obligations of Tenant under this Lease remain outstanding with respect to the Offered Units that arose and accrued prior to the ROFO Purchase Date, then Tenant shall pay to Landlord on the ROFO Purchase Date the amount of such monetary obligations. Neither party shall not be subject employ a broker with respect to the purchase and sale of the Offered Units. Upon the completion of the purchase of the Offered Units by Tenant or its designee, this Lease and all obligations and liabilities of Tenant and Landlord hereunder shall terminate with respect to the Offered Units, except any liability for failure obligations of Tenant under this Lease with respect to give possession and the validity Offered Units, actual or contingent, which arise on or prior to the partial termination of this Lease pursuant to this Article 33 or which survive such expiration or termination by their own terms. Any prepaid monetary obligations (including, without limitation, any Base Rent or Additional Rent) paid to Landlord under the terms of this Lease shall not be impaired prorated as of the ROFO Purchase Date, and the prorated unapplied balance shall be deducted from the ROFO Purchase Price due to Landlord; provided, that no apportionment of any Taxes shall be made upon any such purchase. In addition, if any Profits are being shared by Tenant with Landlord with respect to sublease(s) of the Premises, all or a part of which are for space in the Offered Units, no such Profits shall continue to be shared with Landlord after the ROFO Purchase Date with respect to such applicable portions of the subleases which demise space in the Offered Units so sold. 33.7 If the completion of the purchase by Tenant or its designee pursuant to this Article 33 shall be delayed after the date scheduled for such purchase, Base Rent and Additional Rent shall continue to be due and payable, and all other Tenant obligations under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment Lease with respect to the Lease which pertains Offered Units complied with, until completion of such purchase. 33.8 The obligations of the parties under this Article 33 are subject to the subject portion of the Offer SpaceCondominium Documents.

Right of First Offer. Provided Landlord hereby grants to the Tenant originally named in this Lease (the “Original Tenant”) a one-time right of first offer (the “Right of First Offer”) with respect to (i) that both certain space on the date third (3rd) floor of Tenant’s exercise of its option in regard the Building containing approximately 6,657 rentable square feet known as Suite 300 and depicted on Exhibit G-1 attached hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under that certain space on the Lease, Tenant shall have third (3rd) floor of the right, upon the conditions, Building containing approximately 5,113 rentable square feet known as Suite 302 and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project depicted on Exhibit G-2 attached hereto (the “First Offer Space”), subject to this Section 1.3. If Notwithstanding the foregoing, the Right of First Offer shall commence with respect to any portion of the First Offer Space only following the expiration or sooner termination of any then-existing lease of such portion of the First Offer Space entered into by Landlord prior to the date of this Lease (including renewals, and irrespective of whether any such Offer Space renewal is available for leasing, the Landlord shall provide the Tenant with pursuant to an express written notice (the “Landlordprovision in such tenant’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy lease or whether such renewal is effectuated by Tenant, the time of its availability and all of the terms, covenants, and conditions of such a lease amendment or a new lease of the First Offer Space, including the amount and such Right of the rent for such First Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence subordinate to all rights with respect to the giving 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 Tenant’s Response Noticerenewal, 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 such tenants under such leases are collectively referred to herein as the “Superior Right Holders”). Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord Right of First Offer shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for on the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants terms and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, set forth in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSection 1.3.

Right of First Offer. Provided If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that both on Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the date of TenantROFO, 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 option in regard heretoROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and on the date upon which such space is to be occupied not transferable. Any attempted assignment or transfer by Tenant hereunderof the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, (i) the Lease is in full force Landlord shall notify Tenant, and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer SpaceSuite on the same terms as the Premises, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date with alignment of the Tenant’s Response Notice for the Suite lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into terms with the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Spacelease terms. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity [The rest of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent page intentionally left blank. Signatures on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.next page]

Right of First Offer. Provided that both on If the date remainder of Tenant’s exercise the 16th Floor of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project Building (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability ) becomes vacant after a new-to-be-determined tenant first leases and all of the terms, covenants, and conditions of such lease of then vacates the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify and if Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects intends to 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 eventROFO 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 portion of the Offer 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 requirement to accept possession of the 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 shall enter into an amendment are unable to this Lease, agree on Fair Market Value for the Offer Space within thirty (30) days following the date after Landlord’s receipt of the Tenant’s Response Notice for ROFO Acceptance Notice, the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide Base Rent for the Offer Space to shall be incorporated into the Premises amount determined in accordance with Exhibit C, attached hereto, and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion rentable square footage of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased determined upon the completion of a mutually agreed upon space plan for the Offer Space). The Base Tax Year for the Offer Space shall be reset to the fiscal year in which the commencement date of lease for the Offer Space occurs and the Base Operating Year for the Offer Space shall be reset to the calendar year in which the commencement date of the lease for the Offer Space occurs. In such event, Landlord shall prepare an addendum to the Lease in respect of the Offer Space mutually-acceptable to Tenant on an “AS IS” basisand Landlord for signature by the Tenant and the Landlord. For the avoidance of doubt, in the state event that the ROFO has been made by Landlord to Tenant, and condition Tenant (i) declines to accept such Offer Space; (ii) fails to deliver the ROFO Acceptance Notice in which the same shall be upon removal by the preceding occupanttime period specified above, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver or (iii) is unable to accept the Offer Space because of a failure of Tenant to Tenant meet any of the conditions to exercise such ROFO in “broom clean” fashion. this Section 2.13, the ROFO shall be deemed forfeited and Tenant shall not be entitled no longer have any rights pursuant to any abatement or reduction of rent by reason of such state and conditionthis Section 2.13. Landlord makes no representations as “Prior Rights” shall mean the explicit rights under leases with the existing tenants in the Building to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare lease the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because which rights exist as of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity Delivery Date of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceLease.

Right of First Offer. Provided that both on As long as Tenant has not been in default during the date Term of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have Lease at the time of its exercise of this right, upon the conditionsand 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 termsprior rights of any other tenant in the Building, set forth herein, Landlord hereby grants to Tenant a one-time right of first offer on the terms and conditions contained in this paragraph to lease additional office space which may be the 6,717 square feet in Suite P when it becomes available for leasing (as hereinafter defined) throughout and is not subject to the Project rights of any other tenant (the “"Offer Space”"). If any The rent for such Offer Space shall be the same rate Tenant is available then paying for leasingthe 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 Landlord shall provide Term for the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe existing Premises and the Offer Space expected to become available for occupancy by shall be extended so that it will expire at least three (3) Lease Years from the commencement date of Tenant, the time of its availability and all of the terms, covenants, and conditions of such 's lease of the Offer Space, including . Landlord shall also provide Tenant with a tenant improvement allowance in the amount of equal to the rent proportionate amount with respect to the Lease Term remaining for such improvements to the Offer Space. In the event that the Offer Space becomes available for lease during the Term, Landlord shall give notice thereof to Tenant desires which notice shall contain the foregoing terms to lease any such the Offer Space. Within five (5) business days of such notice, time being of the essence, Tenant shall notify give Landlord in writing notice that it either does or does not wish to lease the Offer Space or if Tenant fails to give Landlord notice of its desires respecting the Offer Space within fifteen the foregoing required five (155) business days following its receipt of the Landlord’s Offer Noticeday period, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to then Landlord shall be deemed entitled to proceed to market and/or lease the Offer Space to a decision not to exercise, third party free and also to waive, clear of Tenant’s 's right to exercise first offer and such option with respect to such Offer Space but only for right shall be deemed terminated in all respects and Tenant shall have no further rights of first offer. In the occasion identified event Tenant gives Landlord a notice as required in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects preceding paragraph that it wishes to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an have twenty (20) days from the date of the notice within which to amend this Lease by adding the Offer Space on the 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 thirty said twenty (3020) days following the date day period, time being of the Tenant’s Response Notice for the essence, then Landlord shall be entitled to proceed to market and/or lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to a third party free and clear of such right and such right shall be incorporated into deemed terminated in all respects. Once Landlord has made the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available offer to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of lease any Offer Space during the Term, whether or as not Tenant leases such space, this right of first offer shall automatically terminate in all respects and Tenant shall have no further rights of first offer with respect to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default beyond applicable grace and cure periods as provided for under the this Lease, Tenant shall have the right, upon the conditions, and subject if any space contiguous to the terms, set forth herein, to lease additional office space which may be Premises becomes vacant and available for leasing (as hereinafter defined) throughout lease by Landlord during the Project (the “Offer Space”). If any such Offer Space is available for leasingTerm hereof, the Landlord shall provide the promptly advise Tenant with written notice of such fact in writing (the “Landlord’s Offer Space Notice”), which notice ) and shall describe the Offer Space expected negotiate in good faith with Tenant to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, lease such space to Tenant upon terms and conditions that Landlord is offering other comparable space in the Park (“Right of such lease of the Offer Space, including the amount of the rent for such Offer SpaceFirst Offer”). In the event that Landlord and Tenant desires are not able, for any reason, to lease any such Offer Space, Tenant shall notify Landlord in writing agree on the terms within fifteen (15) 15 business days following its receipt of the after Landlord’s Offer NoticeSpace Notice has been delivered to Tenant, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not free to exerciserent such space to whomever Landlord wishes and on whatever terms it desires, and also Tenant shall have no further rights under this Right of First Offer unless and until the space has been leased to waivea third party and subsequently vacated by the third party, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such which event Landlord shall promptly provide Landlord’s Offer NoticeSpace Notice again and the foregoing procedure shall be repeated until the end of the Lease Term. If, pursuant to In the Tenant’s Response Notice, event that Landlord and Tenant elects to lease the Offer Space, then do agree upon terms and in conditions for such eventspace, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of promptly execute an amendment to the Lease which pertains to incorporate such space. Landlord may show the subject portion 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 the First Offer Spaceas described in this Section.

Right of First Offer. Provided that both on (a) Notwithstanding anything to the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Leasecontrary contained herein, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project a one-time right of first offer (the “ROFO”) to lease either the fourth (4th) floor of the Building (the “Fourth Floor Offer Space”). If any such ) or the third (3rd) floor of the Building (the “Third Floor Offer Space”) pursuant to the terms of this Article 91. (b) The parties acknowledge that the Fourth Floor Offer Space is available for leasingcurrently being leased pursuant to a lease set to expire on March 31, the Landlord shall provide the Tenant with written notice 2016 (the “Landlord’s Offer NoticeExisting Lease”), which notice shall describe and Tenant’s ROFO with respect to the Fourth Floor Offer Space expected is subordinate to become available for occupancy by the rights of such existing tenant (the “Existing Tenant”) to renew the Existing Lease, whether or not such renewal is made as of right pursuant to the time of its availability and all terms of the termsExisting Lease. The parties further acknowledge that the Third Floor Offer Space is currently being leased pursuant to a lease set to expire on March 31, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space2016. In the event that If Tenant desires to lease any such the Fourth Floor Offer Space, Tenant shall notify it must give written notice to Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Tenant Notice”). Time shall be of the essence ) on or before September 1, 2015, TIME SHALL BE OF THE ESSENCE with respect to the giving of any such Tenant Notice. Landlord shall have until October 1, 2015 to notify Tenant in writing as to whether or not the Fourth Floor Offer Space will be available for rent after the expiration of the Existing Lease or whether the Existing Lease is being renewed; if the Existing Lease is being renewed, Tenant’s ROFO with respect to the Fourth Floor Office Space shall be null and void but Tenant shall instead have a ROFO with respect to the Third Floor Offer Space, which shall be deemed exercised by virtue of the Tenant Notice. (c) Landlord’s notice delivered on or before October 1, 2015 (the “Offer Notice”) shall contain the following information: (i) the space available for rent (i.e., either the Fourth Floor Offer Space or the Third Floor Offer Space) and the fixed rent for the applicable Offer Space (which shall be 100% of the then current fair market value of the applicable Offer Space), term (which shall commence upon delivery in the Offer Space’s then as-is condition and be co-terminus with the Term of this Lease), escalations (types of escalation(s) and base year(s)), security deposit, free rent, improvement allowance, and other material economic terms under which Landlord believes it will be able to lease the Offer Space to a bona fide third party in the marketplace (the “Anticipated Business Terms”); (ii) set forth the Offer Response NoticePeriod of thirty (30) days; and (iii) state IN ALL CAPITAL LETTERS that failure to respond within the Offer Response Period will constitute a waiver of Tenant’s ROFO. Within thirty (30) days after receiving the Offer Notice (the “Offer Response Period”), Tenant may elect, by written notice to Landlord delivered within the Offer Response Period (or on the first Business Day after the Offer Response Period has expired if the Offer Response Period falls on a non-Business Day), to accept the Offer Space in accordance with all Anticipated Business Terms and the ROFO Notice and otherwise in accordance with the terms of this Lease or, if Tenant objects to Landlord’s proposed fixed rent, to submit its proposed fixed rent amount. TIME SHALL BE OF THE ESSENCE with respect to the Offer Response Period and the delivery of Tenant’s exercise notice. Tenant’s failure to timely deliver validly exercise its ROFO within the Offer Response Period (or on the next Business Day thereafter if the Offer Response Period falls on a non-Business Day) shall constitute Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for waiver of the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease ROFO regarding the Offer Space, then and Landlord may lease the Offer Space to a third party. Notwithstanding the foregoing, in such eventthe event a monetary default is continuing under the Lease beyond the expiration of applicable notice and cure periods at the time of the exercise of its ROFO or as of the date the Offer Space is added to the demised premises, Landlord may refuse to permit the exercise of the ROFO or the addition of the Offer Space to the demised premises, and it shall be as if Tenant never exercised its ROFO except that Tenant shall enter into an amendment to this Leasehave no further ROFO. (d) If, within thirty (30) days following receipt of Tenant’s proposal, Landlord and Tenant are unable to agree upon the date fixed rent, Landlord and Tenant shall each hire a licensed and reputable real estate broker or appraiser having at least 10 years’ experience with commercial real estate in the downtown New York City market (respectively, “Landlord’s Broker” and “Tenant’s Broker”), with such appointment being made within ten (10) days after the expiration of such thirty (30) day period. If, Landlord’s Broker and Tenant’s Broker are unable to agree upon a determination of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide fixed rent for the Offer Space by the thirtieth (30th) day following the later of the appointment of Landlord’s Broker or Tenant’s Broker, then they shall select a mutually acceptable third licensed real estate broker or appraiser having at least ten (10) years’ experience with commercial real estate in the downtown New York City market area (the “Third Broker”) (and if they are unable to so agree on a Third Broker, the selection shall be made, upon application of Landlord or Tenant, by the American Arbitration Association having a chapter closest to the demised premises), which Third Broker shall within thirty (30) days of appointment choose either the determination of the fixed rent of Landlord’s Broker or Tenant’s Broker to be incorporated into the Premises fixed rent for the Offer Space and such choice shall be binding on Landlord and Tenant; provided, however, if the Base Rent determination of the fixed rent of Landlord’s Broker and Tenant’s Proportionate Share to be modified to reflect Broker differ by $50,000 or less per year, then the inclusion of fixed rent for the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased deemed to Tenant on an “AS IS” basis, in be the state average of the two estimates and condition in which the same there shall be upon removal by no need for the preceding occupantThird Broker. Landlord and Tenant shall each pay the fee of their own broker and shall share equally the cost of the Third Broker and of any proceedings necessary to select the Third Broker. (e) If Tenant validly exercises its ROFO, if anythen the parties shall promptly amend this Lease to add the applicable Offer Space to the demised premises in accordance with the ROFO Notice that Tenant accepted. If Tenant fails to exercise its ROFO and Landlord enters into a Lease for the applicable Offer Space on the Anticipated Business Terms, except that Tenant’s ROFO shall permanently and irrevocably terminate. (f) If Tenant rejects, or is deemed to have rejected, Landlord’s offer, Landlord shall remove any items of personal property left by such occupant and shall deliver be free to lease the Offer Space to any party upon substantially the same terms and conditions contained in the ROFO Notice. (g) Tenant’s ROFO shall be personal to Tenant in “broom clean” fashion. Tenant and its Permitted Transferees that do not require Landlord’s consent under Article 50, and shall not be entitled transferrable by Tenant to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of third party, including, without limit, any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spaceassignee requiring Landlord’s consent.

Right of First Offer. Provided that both on For the date purpose of Tenant’s exercise incorporating Article 15 of the Master Lease into this Sublease and construing its option in regard heretomeaning, the word Landlord shall mean Master Landlord, the word Tenant shall mean Directrix, the word Premises shall mean Directrix Premises, and on the date upon which such space is word Lease shall mean this Sublease. Therefore, all obligations of Master Landlord to be occupied by Tenant hereundercomplete Landlord's Work contained in Master Lease Article 15 or the Work Letter, (i) shall run directly between Directrix and Master Landlord with respect to Directrix Premises. Notwithstanding the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenantprovisions of Section 4.1 above, the time of its availability and all limits contained in Article 15 of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent Master Lease for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of notices, making of demands or performing of any Tenant’s Response Noticeact shall NOT be deemed shortened. Tenant’s Playboy will exercise due diligence in attempting to cause Master Landlord to perform its obligations under Article 15 of the Master Lease for the benefit of Directrix and the Directrix Premises, but Playboy shall have no responsibility to Directrix for Master Landlord's failure to timely deliver a Tenant’s Response Notice so perform. Directrix shall pay one half of the Shared Excess which is solely attributable to Landlord the Other Office Work Allowance (other than increases in the cost of Other Work Allowance which results from Above-Standard Work requested by Directrix which shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30payable solely by Directrix) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that directly to Master Landlord in accordance with the requirements of the Master Lease. Directrix shall remove any items pay one third of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as Shared Excess which is solely attributable to the condition Base Building Work (other than increases in the cost of any Offer Space or as to any other thing or fact related theretoBase Building Work which results from Above-Standard Work, which if requested by Playboy shall be payable solely by Playboy and Landlord if requested by Directrix, shall be payable solely by Directrix) in accordance with the requirements of the Master Lease. Directrix shall have no obligation responsibility for Playboy's share of the Shared Excess attributable to decoratethe Playboy Office Work. Anything contained herein to the contrary notwithstanding, repair, alter, improve or otherwise prepare except for the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession cost of any Offer Space to Tenant because of special services requested by Playboy or Directrix (which shall be paid by the holding over requesting party), Directrix shall pay or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord there shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until charged against the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment Work Allowance attributable to the Lease which pertains to the subject Directrix Premises any portion of the Offer Spacedesign fees which are not the Master Landlord's responsibility. Each of Directrix and Playboy shall pay any additional costs of Landlord's Work for Above-Standard Work they request and shall bear all costs occasioned by any delay in the completion of Landlord's Work as a result of such Above-Standard Work.

Right of First Offer. Provided that both on If during the date Term of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, Agreement (i) the Lease is in full force Veracyte owns or controls a Future Test and effect, (ii) Tenant is not then Veracyte decides to commercialize such Future Test in material default under any Country in the LeaseTerritory, Tenant shall have Veracyte will offer Genzyme the right, upon first opportunity to obtain the conditions, and subject right to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”)co-promote such Future Test in such Country. If any In such Offer Space is available for leasingcase, the Landlord following procedure shall provide the Tenant with written notice apply: 2.5.1 Within ten (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (1510) business days following after its receipt decision under Section 2.5(ii) above, Veracyte shall invite Genzyme in writing to enter into negotiations, setting forth, in such invitation, Veracyte’s proposed terms for co-promotion of the Landlord’s Offer Notice, of its desire Future Test and any and all information about such Future Test as is reasonably requested by Genzyme; 2.5.2 If Genzyme wishes to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Leasesuch negotiations, Genzyme shall, within thirty (30) calendar days following receipt of Veracyte’s invitation, deliver to Veracyte written notice of Genzyme’s intent to negotiate for rights to said Future Test. Promptly after receipt of such notice, the parties shall commence good faith negotiations exclusively with each other for a period not to exceed one hundred twenty (120) calendar days after the date Genzyme gives the requisite notice to Veracyte (unless extended by mutual written agreement of the Tenant’s Response Notice parties); and 2.5.3 If Genzyme does not deliver to Veracyte written notice of its intent to negotiate for such rights within such thirty (30) calendar day period, then Veracyte shall be free to negotiate and enter into a co-promotion agreement or similar agreement for the lease relevant Future Test and Country with any third party unless such Future Test directly competes with Thyrogen as described in Section 2.4.2 above. 2.5.4 If Veracyte and Genzyme do not enter into a legally binding, written agreement within the said one hundred twenty (120) calendar day period (and such period has not been extended by mutual written agreement of such Offer Spacethe parties), which amendment, among other terms, covenants Veracyte shall be free to negotiate and conditions therein contained, shall provide enter into a co-promotion agreement or similar agreement for the Offer Space relevant Future Test and Country with any third party on terms (considered as a whole) not materially more favorable than the one last offered to be incorporated into Genzyme unless such Future Test directly competes with Thyrogen as described in Section 2.4.2 above. 2.5.5 It is the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion understanding of the Offer Space. Any options to renew available to Tenant as to parties that the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord following transactions shall not be subject to the Right of First Offer described in this Section 2.5: (i) any liability Change of Control transaction involving Veracyte, including any proposed merger, acquisition, or sale of all or substantially all the assets of Veracyte; or (ii) any bona fide financing transaction for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceVeracyte.

Right of First Offer. Section 10 (Right of First Offer) of the Second Amendment is hereby deleted in its entirety. 11.1. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the terms, covenants and conditions of the Lease, as amended hereby, following the date of this Amendment, Tenant shall have a one time right of offer (the right, upon the conditions, and subject to the terms, set forth herein, “Offer Right”) to lease additional office the space which may be available for leasing (as hereinafter defined) throughout consisting of 17,133 rentable square feet located on the Project third floor of Building A (the “Offer Space”). If any ) at such time as such Offer Space is available for leasingbecomes Available (defined below). Tenant’s Offer Right shall be exercised as follows: at any time after Landlord has determined that the Offer Space has become Available (defined below), the Landlord shall provide the advise Tenant with written notice (the “Landlord’s Offer NoticeAdvice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all ) of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify terms under which Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire is prepared to lease such Offer Space to Tenant on the terms set forth in the Advice, which terms shall reflect the Prevailing Market (hereinafter defined) rate for the Offer Space as reasonably determined by Landlord. For purposes hereof, the Offer Space shall be deemed to become “Available” as follows: 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) business days after the date of Tenant’s Response Notice”). Time shall be receipt (or deemed receipt, per the notice provision of the essence with respect Lease) of the Advice, failing which Landlord may lease the subject Offer Space to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to third party on whatever basis Landlord shall be deemed a decision not to exercisedesires, and also to waive, Tenant’s right to exercise such option Tenant shall have no further rights with respect to such subject Offer Space. If Tenant exercises its Offer Right for the Offer Space but only for in accordance with the occasion identified in such Landlord’s Offer Notice. Ifterms and conditions of this Section 11, pursuant to effective as of the Tenant’s Response Notice, Tenant elects to lease date Landlord delivers the Offer Space, then such Offer Space shall automatically be included within the Premises and in such event, Landlord subject to all the terms and Tenant shall enter into an amendment to this conditions of the Lease, within thirty (30) days following as amended hereby, except as set forth in Landlord’s notice and as follows: 11.1.1 Tenant’s Share shall be recalculated, using the date total square footage of the Tenant’s Response Notice for Premises, as increased by the lease of such subject Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for as the Offer Space to be incorporated into case may be. 11.1.2 the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS ISas is” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, basis and Landlord shall have no obligation to decorateimprove the subject Offer Space or grant Tenant any improvement allowance thereon except as may be provided in Landlord’s Advice. 11.2. The term for the subject Offer Space shall commence upon the commencement date stated in the Advice and thereupon such Offer Space shall be considered a part of the Premises, repairprovided that all of the terms stated in the Advice, alterincluding the termination date set forth in the Advice, improve or otherwise prepare shall govern Tenant’s leasing of the Offer Space for and only to the extent that they do not conflict with the Advice, the terms and conditions of the Lease, as amended hereby shall apply to the Offer Space and possession shall be tendered to Tenant upon such commencement date. Tenant shall pay Base Rent, Tenant’s occupancyShare of Expenses and Taxes and any other additional rent for the Offer Space in accordance with the terms and conditions of the Advice. If Tenant leases the Offer Space in accordance with the terms hereof, and leases all of Building A, Section 8 of the Second Amendment, as amended by Section 10.4 above, shall no longer apply to the portion of the Premises located in Building A. 11.3. Notwithstanding anything to the contrary set forth herein, Tenant shall have no such Offer Right with respect to the subject Offer Space, as the case may be, and Landlord need not provide Tenant with an Advice, if: (a) Tenant is in default under the Lease, as amended hereby, at the time that Landlord would otherwise deliver its Advice for the subject Offer Space as described above; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver its written notice of the Offer Right as described above; (c) the Lease, as amended hereby has been assigned prior to the date Landlord would otherwise deliver its written notice of the subject Offer Right as described above; (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver its written notice of the Offer Right as described above; (e) the subject Offer Space is not intended for the exclusive use of Tenant during the Term; or (f) the existing tenant in the subject Offer Space is interested in extending or renewing its lease for such Offer Space or entering into a new lease for such Offer Space. 11.4. If Landlord is unable to give delayed delivering possession of the subject Offer Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of such space, and the commencement of the term for the subject Offer Space shall be postponed until the date Landlord delivers possession of the subject Offer Space to Tenant because free from occupancy by any party. 11.5. The rights of Tenant hereunder with respect to any Offer Space shall terminate on the earlier to occur of: (a) February 14, 2018; (b) Tenant’s failure to exercise its offer right with respect to such Offer Space within the five (5) day period provided in Section 11.1 above; (c) simultaneously with Tenant’s providing Landlord with a Notice of Exercise; and (d) the date Landlord would have provided Tenant an Advice with respect to such Offer Space if Tenant had not been in violation of one or more of the holding over or retention of possession thereof by any tenantconditions set forth in Section 11.3 above. In addition, subtenant or other occupant or if Landlord provides Tenant with an Advice for any other reasonOffer Space that contains expansion rights (whether such rights are described as an expansion option, Landlord shall not be subject right of first refusal, right of first offer or otherwise) with respect to any liability for failure to give possession and other portion of the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the potential Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject (such other portion of the Offer Space subject to such expansion rights is referred to herein as the “Encumbered Potential Offer Space”) and Tenant does not exercise its Offer Right to lease such Offer Space, Tenant’s Offer Right with respect to the Encumbered Potential Offer Space shall be subject and subordinate to all such expansion rights contained in the Advice. 11.6. If Tenant exercises its Offer Right as to a subject Offer Space, Landlord shall prepare an amendment (an “Offer Amendment”) adding the subject Offer Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Monthly Installment of Rent, Annual Rent, rentable square footage of the Premises, Tenant’s Share and other appropriate terms. A copy of the Offer Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Offer Amendment to Landlord within ten (10) days thereafter, but an otherwise valid exercise of the Offer Right shall be fully effective whether or not the Offer Amendment is executed. 11.7. For purposes of this Section 11, “Prevailing Market” shall mean the annual rental rate per square foot for space comparable to the Offer Space in the Building under leases and renewal and expansion amendments being entered into at or about the time that Prevailing Market is being determined, giving appropriate consideration to tenant concessions, brokerage commissions, tenant improvement allowances, existing improvements in the space in question, and the method of allocating operating expenses and taxes. Notwithstanding the foregoing, space leased under any of the following circumstances shall not be considered to be comparable for purposes hereof: (a) the lease term is for less than the lease term of the subject Offer Space, (b) the space is encumbered by the option rights of another tenant, or (c) the space has a lack of windows and/or an awkward or unusual shape or configuration. The foregoing is not intended to be an exclusive list of space that will not be considered to be comparable.

Right of First Offer. Provided that both on (a) If, at any time after the date Commencement Date of Tenant’s exercise the Lease, any additional space (the "Additional Space") within the Office Building shall become vacant and available for leasing to the general public, Landlord shall first offer the Additional Space to Tenant by delivering written notice to Tenant of its option the availability of the Additional Space. Tenant shall have ten (10) days after receipt of Landlord's notice within which to elect to lease the Additional Space at the same rental rate in regard heretoeffect for the Premises, based upon the then current average rental rate in effect, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is same terms and conditions as set forth in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have except that the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all term of the terms, covenants, and conditions of such lease for the Additional Space shall expire contemporaneously with the expiration of the Offer Space, including the amount term of the rent Lease for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basisFurther, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorateconstruct any leasehold improvements on behalf of Tenant, repair, alter, improve or otherwise prepare and Tenant shall accept the Offer Additional Space for Tenant’s occupancyin its then current condition. If Landlord is unable to give possession of any Offer Space to Tenant because Upon delivery of the holding over or retention of possession thereof by any tenantAdditional Space, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstancesautomatically amended to include the Additional Space, but in no event shall Tenant be obligated to pay rent on and each party shall, at the Offer Space until request of the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord other party, execute and Tenant of deliver an amendment to the Lease which pertains to confirm the inclusion of the Additional Space. (b) In the event that Tenant does not timely elect to lease the Additional Space, then Landlord shall be free to offer the Additional Space for lease to any third party at a rental rate (after taking into account any rent or other lease concessions) no less than that offered to Tenant, without regard to the subject portion right of first offer granted to Tenant hereunder; provided, however, that Tenant shall retain the right of first offer for any other space within the Office Building that may subsequently become available during the term of the Offer SpaceLease. Nothing herein shall require Landlord to deny to any tenant the right to renew or extend its lease at the expiration of the term thereof. Further, the right of first offer set forth herein shall not apply during the last twenty-four (24) months of the Lease Term or if Tenant has, at any time, exercised either the early termination option set forth in Section 5 of this Addendum to Lease or the relocation option set forth in Section 6 of this Addendum to Lease.

Right of First Offer. Provided that both on (a) Notwithstanding anything to the date contrary contained in this Agreement, prior to initiating any process for marketing or otherwise effectuating a Sale of Tenant’s exercise the Hotel, Owner shall, or shall cause the applicable Owner Parent (the “Proposed Seller”) to give written notice (the “Proposed Sale Notice”) to Operator setting forth the proposed purchase price (the “Proposed Purchase Price”) and material terms of its option in regard hereto, the proposed Sale of the Hotel. So long as no Operator Event of Default has occurred and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant continuing Operator shall have the right, upon but not the conditionsobligation, to elect to purchase the Hotel or the equity interests in Owner or an Owner Parent (the “Subject Assets”) on the terms set forth in the Proposed Sale Notice by giving written notice thereof (the “Purchase Notice”) to the Proposed Seller within sixty (60) days (the “Sale Election Period”) after the receipt by Operator of the Proposed Sale Notice. The alleged existence of an Operator Event of Default shall not relieve Owner from the obligation to deliver to operator a Proposed Sale Notice as provided herein. (b) During the Sale Election Period, neither the Owner nor any of its Affiliates shall (i) take any steps to solicit offers for a Sale of the Hotel or engage in substantive discussions with any third party with respect to the Sale of the Hotel, or (ii) accept any offer in connection with a Sale of the Hotel from any third party other than Operator. (c) If Operator fails to timely deliver the Purchase Notice within the Sale Election Period, then the Proposed Seller shall have the right to effectuate a Sale of the Hotel (subject to the other terms and provisions of this Agreement) to a third party which is not an Affiliate of the Proposed Seller (a “Third Party Purchaser”) at any time within one hundred and eight (180) days following the delivery of the Proposed Sale Notice, as long as the terms and conditions are materially the same as the terms and conditions presented to Operator in the Proposed Sale Notice and Third Party Purchaser pays a gross cash purchase price (the “Third Party Purchase Price”) that is not less than ninety five percent (95%) the Proposed Purchase Price. Owner shall, or if applicable shall cause Owner Parent to, contemporaneously provide Operator notice of any purchase agreement entered into by the Proposed Seller in connection with a Sale of the Hotel and shall provide Operator a copy of such purchase agreement. In the event the Proposed Seller is unable to effectuate a closing in accordance with the foregoing terms within such one hundred and eight (180) day period, the terms of the right of first offer contemplated herein shall be automatically reinstated. (d) If Operator elects to purchase the Hotel (or if applicable, the equity interests in Owner or an Owner Parent) within the Sale Election Period, then such election shall be deemed to create a contract between Operator (or any designee of Operator), on one hand, and the Proposed Seller, on the other hand, pursuant to which Operator irrevocably agrees to acquire the Proposed Assets in accordance with the terms of the Proposed Sale Notice free and clear of all liens, claims and encumbrances, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”)customary closing prorations and customary allocations of transaction costs. If any After making such Offer Space is available for leasingelection, the Landlord parties shall provide exercise good faith and diligent efforts in negotiating the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, definitive terms and conditions of such lease of the Offer Spacepurchase agreement (and any other definitive agreements) consistent with the Proposed Sale Notice, including the amount of the rent closing date and logistics for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spacesale.

Right of First Offer. Provided (a) Subject to the terms and conditions of this Section 2.6 and subject to the pre-existing rights of the tenants or other occupants of the Building set forth in Exhibit FO, Tenant shall have a "Right of First Offer" to lease any office space that both on is available for lease to third parties in the date Building during the Term of Tenant’s exercise of its option in regard heretothis Lease (the "First Offer Space"), including, without limitation, office space leased to a third party after Tenant has elected not to exercise, and/or has failed to exercise, whichever the case may be, such rights under this Section 2.6 with respect to said space, provided and on the date upon which such space is to be occupied by Tenant hereunder, condition that (i) the this Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, no Default of Tenant shall have the right, upon the conditions, occurred and subject to the terms, set forth herein, to lease additional office space which may be available for leasing continuing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, either at the time of its availability and all exercise or upon the commencement date of the termsTerm for the First Offer Space), covenants(iii) Tenant shall not have assigned this Lease or vacated or sublet more than 20,000 rentable square feet in the Premises, other than in connection with a transfer for which Landlord's consent is not required under Article VI (any of which conditions described in clauses (i), (ii), and conditions (iii) may be waived by Landlord at any time in Landlord's sole discretion). (b) Landlord will notify Tenant of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires its plans to lease any portion of the First Offer Space to any unrelated third party. Landlord's notice shall specify the square footage of the space and its location, the date of availability, the term of the lease for such space, the Basic Rent for such space, and all other material terms and conditions which will apply to such space. Notwithstanding the foregoing, if Landlord shall offer such space to Tenant during the first twelve months after the Commencement Date, such First Offer Space, Space shall be upon the same terms and conditions as set forth for the Expansion Premises under Section 2.5 above. Tenant shall will notify Landlord in writing within fifteen ten (1510) business days following its receipt Business Days of the Landlord’s Offer Notice, of its desire 's notice if Tenant wishes to lease such First Offer Space (from Landlord on the “Tenant’s Response Notice”)terms and conditions so specified and otherwise on substantially the same terms and conditions as contained in this Lease. Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to If Tenant notifies Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects that it wishes to lease the First Offer Space, then and in such event, Landlord and Tenant shall enter into an execute a lease agreement or amendment to this LeaseLease within ten (10) Business Days incorporating substantially such terms and conditions. If Tenant fails to notify Landlord within said seven day period that Tenant intends to lease such First Offer Space or fails to execute a lease agreement for such First Offer Space within ten (10) Business Days of Tenant's notice of intent to Landlord, within thirty Landlord shall be entitled to lease such space to any third party on terms and conditions acceptable to Landlord in its sole discretion. Notwithstanding the foregoing, if Tenant shall not exercise its Right of First Offer and Landlord intends to lease the First Offer Space for a net effective rent (30taking into consideration any difference in the improvements allowance or other economic concessions offered to such third party but not to Tenant) days following the date that is less than ninety percent (90%) of the net effective rent contained in Landlord's notice to Tenant’s Response Notice for the lease of , prior to leasing such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the First Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basisany unrelated third party, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver again offer the First Offer Space to Tenant in “broom clean” fashion. Tenant, at such revised terms and conditions offered to such third party, and Tenant shall not be entitled again have a Right of First Offer pursuant to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSection 2.6.

Right of First Offer. Provided Subject to the rights of other tenants in the Building and provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default of its obligations under the this Lease, Tenant shall have a continuing right of first offer on all or any portion of the rightspace on the 26th floor of Building that becomes vacant during the first eight years of the Term of this Lease, upon including all extensions or renewals (the conditions, and "Right of First Offer Space"). Tenant's right of first offer shall be subject to the terms, set forth herein, to lease additional office space which may be available for leasing following terms and conditions: (as hereinafter defineda) throughout In the Project (event that Tenant leases a portion of the “Right of First Offer Space”). If any , such Offer Space is available for leasingportion shall not be less than 500 rentable square feet and the configuration of such space shall be approved in writing by Landlord, the such approval not to be unreasonably withheld. (b) Landlord shall provide the Tenant with written notice ("Availability Notice") of the “Landlord’s Offer Notice”), which notice shall describe availability of the Right of First Offer Space expected to become when such space becomes available for occupancy by Tenantand within Landlord's possession and control, the or at such earlier time as Landlord is otherwise desirous of its availability and all providing Tenant with advance notice of the terms, covenants, and conditions availability of such lease space. The Availability Notice shall include Landlord's determination of the Base Rent for the Right of First Offer Space, including which shall be that monthly base rental per square foot which Landlord is willing to quote to and accept from a third party for a lease with respect to the amount Right of First Offer Space to begin upon substantial completion of the tenant improvements for the Right of First Refusal Space (for a term coterminous with the Term of this Lease), subject to any additional rent for or rent escalation provisions and factors which Landlord is willing to quote to and accept from such third party, including but not limited to, such provisions and factors based on increases in operating costs, taxes and the Consumer Price Index ("Landlord's Right of First Offer SpaceSpace Rent"). In the event that The Availability Notice shall also specify any other applicable terms and conditions which Landlord would require as a part of its lease with a third party. (c) If Tenant desires to lease any such Right of First Offer Space, Tenant shall shall, within ten (10) business days after its receipt of the Availability Notice, notify Landlord in writing that it elects to exercise its right of first offer for the Right of First Offer Space, which notification shall be deemed an acceptance of the terms and conditions of the Availability Notice. If Tenant does not so notify Landlord, Tenant will be deemed to have irrevocably waived its right of first offer respecting the Right of First Offer Space. (d) Tenant shall confirm the exercise of its right of first offer by its execution of a written amendment to the Lease (to be prepared by Landlord) consistent with the terms of the Availability Notice, within fifteen (15) business days following its after receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, by Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.

Right of First Offer. Provided Landlord and Tenant agree that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) commencing -------------------- with the Lease Commencement Date and continuing throughout the Term, provided Tenant is in full force possession of the Premises and effect, (ii) Tenant is there shall not then in material default under exist an uncured Event of Default of this Lease and subject to the Leasesuperior rights of third parties, Tenant shall have the rightright of first offer to lease from Landlord all space in the Building to which a lease expires without a pre-existing right of renewal or extension during the initial Term ("Additional Premises"). For the purpose of helping Tenant to plan for expansions under this Section, upon reasonable written notice to Landlord, Landlord shall provide Tenant with a schedule of possible Additional Premises which schedule shall indicate the conditionslocation, square footage, date the lease for the location expires, any option(s) to renew and other right(s) under the lease and the date(s) such option(s) to renew and right(s) must exercised for any possible Additional Premises. Tenant agrees to keep confidential any information provided on such schedules. If and as Additional Premises become available, Landlord shall so notify Tenant in writing. The Annual Basic Rent shall be at the rental rate set forth in Section 1.B.(1), plus the cost of any improvements. Upon receipt of Landlord's notice, Tenant shall have ten (10) business days after the date of such notice to accept or reject Landlord's proposal in writing. If Tenant rejects Landlord's proposal, Tenant's right of first offer for the then-available and offered Additional Premises shall terminate and be of no further force and effect. Tenant's declination of any of the then-available and offered Additional Premises shall not affect its right to this space in the future under Tenant's Right to Expand, nor other space which may become available pursuant to the terms hereof. The foregoing right of first offer shall not be severed from this Lease or separately sold, assigned or transferred and shall be subject to the termsfollowing additional conditions, namely: (a) that the Annual Basic Rent for any Additional Premises shall be at the rental rate set forth herein, to in Section 1.B.(l); (b) that the lease additional office space which may be available term for leasing any Additional Premises shall run concurrently with this Lease; (as hereinafter definedc) throughout that the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all square footage of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time Additional Premises shall be credited towards the 5,000 square feet of expansion space that Landlord is required to make available during any l8-month period during the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, initial Term and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and (d) that Tenant shall enter into an amendment to this Lease, within thirty (30) days following Lease to incorporate the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Additional Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as make corresponding modifications to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceLease.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the this Lease is in full force and effect, (ii) no uncured default then exists hereunder, and (iii) Tenant is not then in material default under actual physical occupancy of at least eighty percent (80%) of the Premises as they are comprised as of the date of this Ninth Amendment, which occupancy includes the entire 2,3 at 500 Space, if Landlord determines to offer for lease the balance of the third (3rd) floor of 000 Xxxxxxx Xxxxxx (i.e., third (3rd) floor south) which is contiguous with the Premises (the “ROFO Space”), Landlord shall, before entering into a new written lease of the ROFO Space with a third party tenant, first send a notice to Tenant (the “Offer Notice”) stating that Landlord intends to offer for lease the ROFO Space. Tenant shall then have the right, exercisable within thirty (30) days after Tenant’s receipt of the Offer Notice, time being of the essence, to notify Landlord in writing of Tenant’s desire to lease the ROFO Space on the Offer Terms (as defined below), without modification. If Tenant timely exercises such right, on the date upon which Landlord delivers vacant possession of the ROFO Space to Tenant in its then “as is” condition (the “ROFO Space Inclusion Date”), the ROFO Space shall be added to and included within the Premises upon all of the Offer Terms and, to the extent not in conflict with the Offer Terms, on the terms and conditions set forth in the Lease (it being understood that if and to the extent of any inconsistency between the Offer Terms and the terms set forth in the Lease, the Offer Terms shall prevail as to the lease of the ROFO Space). If Tenant exercises its right of first offer in accordance with this Paragraph, such exercise shall be irrevocable by Tenant. In the event Tenant fails to exercise its right of first offer within such thirty (30) day period, time being of the essence, then Landlord shall thereafter be free for the remainder of the term (and beyond) to lease the ROFO Space to any third party at such rent and upon such conditions as Landlord may determine in Landlord’s sole and absolute discretion; provided, however, that such failure by Tenant shall have no bearing on Tenant’s other obligations under this Lease, and Tenant’s lease of the Premises (excluding the ROFO Space) shall continue in full force and effect on all of its terms except that Tenant shall have no further option to lease the ROFO Space and this paragraph shall be of no force or effect. Notwithstanding the foregoing, Tenant’s right to lease the ROFO Space hereunder shall be contingent upon no uncured default existing at the time Landlord tenders possession of the ROFO Space to Tenant. For the sake of certainty, Landlord shall have the absolute right to deliver the Offer Notice irrespective of whether the ROFO Space is or is not occupied by another tenant or occupant (provided, however, that Landlord shall (i) include the anticipated delivery date (ie. the date upon which Landlord anticipates delivering to Tenant vacant possession of the ROFO Space) in the Offer Notice, and (ii) shall use commercially reasonable efforts to deliver the Offer Notice no more than twelve (12) months prior to such anticipated delivery date. However, any failure by Landlord to deliver the Offer Notice no earlier than twelve (12) months prior to the anticipated delivery date shall have no bearing whatsoever on Tenant’s deadline for exercising its right of first offer within the thirty (30) day period set forth in the preceding paragraph. Also any occupancy of the ROFO Space by another tenant or occupant at the time of delivery of the Offer Notice shall have no bearing whatsoever on Tenant’s deadline for exercising its right of first offer within the thirty (30) day period set forth in the preceding paragraph. If the ROFO Space is occupied at the time of Landlord’s providing the Offer Notice (and Tenant timely exercises the right of first offer in accordance with the preceding paragraph), Landlord’s delivery of the ROFO Space to Tenant shall be subject to Landlord’s regaining possession thereof from the tenant or occupant then occupying same and Landlord shall not be liable to Tenant if Landlord is unable to obtain possession of the ROFO Space in a timely fashion for any reason. If possession is not obtained by Landlord by the anticipated delivery date provided in the Offer Notice, Landlord shall provide Tenant with written notice as to an updated anticipated delivery date (“Update Notice”). Tenant shall have the right, upon exercisable within forty-five (45) days of receipt of the conditionsUpdate Notice, to revoke its right of first offer, and upon doing so, Tenant shall have no further rights or options under this paragraph. Landlord shall have no obligation whatsoever to commence litigation or take any other action whatsoever to regain possession of the ROFO Space. The rights conferred upon Tenant pursuant to this Article are personal to Tenant and are not assignable or transferable to any third party, other than assignees permitted under the Lease. Tenant’s rights under this Article shall be subject and subordinate to any and all options, rights of first offer and/or rights of first refusal and/or expansion rights and other like rights heretofore granted by Landlord to tenants of the Building under leases of space in the Building in existence on the date hereof, as well as to Landlord’s absolute right, in Landlord’s absolute discretion, (i) to renew or extend any existing lease(s) covering all or any portion of the ROFO Space to the termsthen tenant(s) of all or a portion thereof, or (ii) to expand the rentable area of the demised premises leased under now-existing leases (as the same may theretofore have been renewed or extended) to the then tenant(s) of all or a portion of the ROFO Space, in the case of both (i) and (ii) above, even in the absence of a renewal, extension, expansion or other option contained therein. Promptly after Tenant’s timely exercise of the right of first offer set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease prepared by Landlord confirming the terms upon which pertains Landlord shall lease to Tenant the subject portion ROFO Space (which shall be all of the Offer Terms and, to the extent not in conflict with the Offer Terms, all of the terms and conditions set forth in this Lease), but the failure to do so shall not impair, affect or reduce the parties’ obligations with respect to the lease of such ROFO Space.

Right of First Offer. Provided that both on no Event of Default then exists, Landlord shall, prior to offering the date of Tenant’s exercise of its option in regard heretosame to any party (other than the then-current tenant therein), and on the date upon which such space is first offer to be occupied by lease to Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject up to the termsentire space, set forth herein, to lease additional office but a minimum of approximately 50% of the space which may be available for leasing (as hereinafter defined) throughout the Project designated on Exhibit B (the “Offer Space”). If any ) in an “AS-IS” condition; such Offer Space is available offer shall be in writing and specify the lease terms for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of rent to be paid for the rent for such Offer SpaceSpace and the date on which the Offer Space shall be included in the Premises ( the “Offer-Notice”). In the event that The Offer Space shall have a lease termination date coterminous with Tenant’s Lease so long as Tenant desires to lease any such Offer Space, has at least thirty (30) months remaining on their term. Tenant shall notify Landlord in writing whether Tenant elects to lease the Offer Space on the terms set forth in the Offer Notice and this paragraph, within fifteen five (155) business days following its receipt of after Landlord delivers to Tenant the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, If Tenant timely elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into execute an amendment to this Lease, within thirty (30) days following effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Lease; however, Tenant shall accept the Offer Space in an “AS-IS” condition and Landlord shall provide $6 per square foot to Tenant as an allowance for construction of Tenant Improvements. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that Tenant’s Response Notice for the right hereunder is a one-time right only), and Landlord may lease all or a portion of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into third parties on such terms as Landlord may elect. Tenant may not exercise its rights under this Exhibit if an Event of Default exists or Tenant is not then occupying the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space. Any options Space but such notice provides for an expansion, right of first refusal, or other preferential right to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because lease some of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this section. Tenant’s rights under this section shall terminate if (a) this Lease or Tenant’s right to possession of the Premises is terminated, (b) Tenant assigns any of its interest in this Lease or sublets more than 20% of the rentable square footage of the Premises or (c) less than two full calendar year remains in the initial Term of this Lease.

Right of First Offer. Provided Subject to the terms and conditions set forth below and except for (a) the initial leasing of the approximately 14,951 rentable square feet of the currently vacant space adjacent to the Premises and (b) any renewals of or extensions under leases existing as of the date hereof for any portion of the second (2nd) floor of the section of the Building known as “building 3” (being the Landlord’s lease with Bladelogic, Inc.), Tenant shall have a “Right of First Offer” to lease (i) any remaining space in the section of the Building known as “building 3” located on the third (3 ) floor and (ii) up to 12,000 but not less than 8,000 contiguous rentable square feet of the second (2nd) floor of the section of the Building known as “building 3” (collectively (i) and (ii) being the “ROFO Space”) for a term which shall be coterminous with the Term then in effect, provided that both if Landlord offers ROFO Space to Tenant and there shall be less than three (3) years remaining in the then current Term, then Tenant’s Right of First Offer for such ROFO Space shall be contingent upon Tenant effectively exercising its option, if any, to extend the Term pursuant to Paragraph A above at the same time as it exercises such Right of First Offer, and the term of the ROFO Space shall be for the same Term as extended. Landlord will notify Tenant of its plans to market any portion of the ROFO Space for lease to any unrelated third party. Landlord’s notice shall specify the size and location of the ROFO Space that it plans to market, Landlord’s estimate of the Fair Market Rent (as defined in Paragraph A above) for such ROFO Space, the date of availability o f such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Tenant will notify Landlord within ten (10) business days of Landlord’s notice if Tenant wishes to lease such ROFO Space from Landlord on the terms and conditions so specified. If Tenant notifies Landlord that it wishes to lease the ROFO Space, Landlord and Tenant shall execute an amendment to this Lease incorporating the ROFO Space into the Premises upon the terms contained in Landlord’s notice within ten (10) business days. If Tenant fails to notify Landlord within said ten (10) business Day period that Tenant intends to lease such ROFO Space, or fails to simultaneously exercise its option to extend, if necessary, or fails to execute a lease agreement for such ROFO Space within ten (10) business days of Tenant’s notice of intent to Landlord, Tenant shall be deemed to have waived its rights with respect to the ROFO Space and Landlord shall be entitled to lease all or any portion of such ROFO Space to any third party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Right of First Offer with respect to any such space shall be of no further force or effect. Notwithstanding any contrary provision of this Paragraph B or any other provision of this Lease, any Right of First Offer and any exercise by Tenant of any Right of First Offer shall be void and of no effect unless on the date Tenant notifies Landlord that it is exercising the Right of Tenant’s exercise of its option in regard hereto, First Offer and on the commencement date upon which such space is to be occupied by Tenant hereunder, of the amendment for the ROFO Space (i) the this Lease is in full force and effect, effect and (ii) no Default of Tenant is not then in material default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure, and (iii) except for Permitted Transfers or sublets of less than twenty-five (25%) percent of the LeasePremises, Tenant shall not have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to assigned this Lease, within thirty (30) days following and there shall not be any sublease or subleases in effect as of the commencement of the term of the Lease for any of the ROFO Space as of the date of the TenantLandlord’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion notice of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceROFO Spaces availability.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto(a) So long as NEUROONE MEDICAL TECHNOLOGIES, a Delaware corporation, and on any Permitted Transferee (collectively, “NOM”), is the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the this Lease, Tenant shall have the right, upon the conditions, and subject to the termsrights of existing tenants (i.e., set forth hereintenants under an executed lease with Landlord) in the Building, in the event that any space in the Building which is contiguous to lease additional office space which may be the Premises (the “First Offer Space”) becomes or will become available for leasing (as hereinafter defined) throughout by third parties during the Project (Term, and in the “Offer Space”). If event Landlord desires to lease any such First Offer Space is available for leasingto third parties, the Landlord shall provide the Tenant with written notice shall, prior to offering such First Offer Space to lease to any third party, notify Tenant, in writing (the “Landlord’s First Offer Notice”), which notice shall describe the that such First Offer Space expected is or will become available, the anticipated delivery date of such First Offer Space to become available for occupancy by Tenant, and the time of terms upon which such First Offer Space will be offered which terms shall be established by Landlord in its availability and all sole discretion. (b) Tenant shall have five (5) days from the date of the termsFirst Offer Notice to notify Landlord, covenantsin writing, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such First Offer Space, Space on the terms and conditions set forth in the First Offer Notice. In the event Tenant shall does not notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire that it desires to lease such First Offer Space on the terms and conditions set forth in the First Offer Notice within the 5-day period prescribed herein (whether because Tenant fails to timely do so or because Tenant is ineligible because of a Default), and within ten (10) days after Landlord's request enter into a lease amendment prepared by Landlord which adds the “Tenant’s Response Notice”). Time shall be of the essence with respect First Offer Space to the giving Premises upon the terms and conditions set forth in Landlord's First Offer Notice and in this Lease and incorporating the provisions of Section 21(c) and (d), Landlord may lease all or any Tenant’s Response Noticepart of such First Offer Space to any other party and Tenant shall have no further right or option to lease such First Offer Space whether or not such First Offer Space becomes available for lease during the Term. Tenant’s failure Anything herein to timely deliver a Tenant’s Response Notice to the contrary notwithstanding, Landlord shall not be deemed a decision not required to exercise, and also to waive, Tenant’s right to exercise such option with respect to such offer the First Offer Space but only to any third party for leasing. (c) In the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, event Tenant elects exercises its right to lease the First Offer Space, then Space subject to and in such eventaccordance with the conditions and limitations herein contained, Landlord and Tenant shall enter into shall, within ten (10) days after request by Landlord, execute an amendment to this LeaseLease prepared by Landlord, within thirty (30) days following for the purpose of adding such First Offer Space to the Premises effective as of the date of the Tenant’s Response Notice for the lease on which Landlord delivers possession of such First Offer Space to Tenant, by amending the Site Plan attached hereto as Exhibit B to include such First Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and adjusting the Base Rent and Tenant’s 's Proportionate Share to be modified to reflect the inclusion additional square feet of First Offer Space, and otherwise subjecting the First Offer Space to the terms and conditions of this Lease. (d) If: (i) Tenant exercises its right to lease the First Offer Space subject to and in accordance with the conditions and limitations herein contained; and (ii) the term of such First Offer Space extends beyond the remaining Term (exclusive of the Extension Terms), then Tenant shall, as a condition to exercising its right to the First Offer Space. Any options to renew available to Tenant as , exercise its right to the Extension Term or Extension Terms (as necessary), in which event the Base Rent rate for the Premises originally demised hereunder during the initial Term and the Extension Terms shall apply also to be as set forth in this Lease, and the Offer Space so incorporated into the Premises. All base rent rate for such First Offer Space shall be leased to Tenant on an “AS IS” basis, the base rent rate set forth in the state and condition in which First Offer Notice; provided, however, if the same term of such First Offer Space extends beyond the expiration of the Extension Terms, then the Extension Terms shall be upon removal by extended co-terminus with the preceding occupantterm of such First Offer Space, if any, except that Landlord and the base rent rate applicable to the Premises originally demised hereunder for such extended period shall remove any items of personal property left by be the then current base rent rate for new leases for similar space in the Building according to Landlord's then current rental rate schedule for new leases for prospective tenants as then in effect and the base rent rate for such occupant and shall deliver the First Offer Space shall be the base rent rate set forth in the First Offer Notice. If: (A) Tenant exercises its right to lease the First Offer Space subject to and in accordance with the conditions and limitations herein contained; and (B) the term of such First Offer Space does not extend beyond the remaining Term (inclusive of any exercised Extension Terms), then the term of such First Offer Space shall be extended co-terminus with the remaining Term (inclusive of any exercised Extension Terms), and the base rent rate applicable to such First Offer Space for such extended period shall be the then current base rent rate for new leases for similar space in the Building according to Landlord's then current rental rate schedule for new leases for prospective tenants as then in effect. (e) It shall be a condition of Tenant in “broom clean” fashion. Tenant 's right to lease the First Offer Space that no Default has occurred and is continuing under this Lease at the time such First Offer Space becomes available for lease and upon the date such First Offer Space is to be added to the Premises. (f) The rights granted under this Section 21 are personal to NOM and shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as assigned nor inure to the condition benefit of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spaceparty.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default Default under any provision of the Lease, and provided further that Tenant shall have is occupying the rightentire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Permitted Transfer of the Lease to an Affiliate as described in Section 9.2 thereof), upon Landlord hereby grants Tenant a one-time right (“First Right”) to lease, during the conditionsinitial 72 month Term of the Lease, any contiguous space on the 11th floor in the Building and shown on Exhibit A-1 hereto (“First Right Space”) in accordance with and subject to the termsprovisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Term. Except as otherwise provided below, set forth hereinprior to leasing the First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the 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 “Economic Terms”), upon which Landlord is willing to lease additional 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 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 following provisions. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which may be available for leasing Tenant shall elect to (as hereinafter definedi) throughout lease all, but not less than all, of the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written space specified in Landlord’s notice (the “Landlord’s Offer NoticeDesignated Space”), which notice shall describe ) upon such Economic Terms and the Offer Space expected same non-Economic Terms as set forth in the Lease; (ii) refuse to become available for occupancy by Tenant, lease the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Designated Space, including specifying that such refusal is not based upon the amount Economic Terms, but upon Tenant’s lack of need for the rent for 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 Offer 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 desires does not so respond in writing to lease any such Offer SpaceLandlord’s notice within said period, Tenant shall notify 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 writing within fifteen the Lease, or (15y) business days following its receipt of lease the Landlord’s Offer Notice, of its desire 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 such Offer the Designated Space (the “to Tenant’s Response Notice”). Time , then Landlord shall be of the essence with respect promptly prepare and deliver to Tenant an amendment to the giving of any Tenant’s Response NoticeLease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. Tenant’s failure to timely deliver a return the amendment shall entitle Landlord to specifically enforce Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects commitment to lease the Offer SpaceDesignated Space or to lease such space to a third party. Notwithstanding the foregoing, then and it is understood that Tenant’s First Right shall be subject to any extension or expansion rights previously granted by Landlord to any third party tenant in such event, Landlord and Tenant shall enter into an amendment the Building prior to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Spacehereof, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or well as to any other thing such rights which may hereafter be granted by Landlord to any third party tenant occupying the First Right Space or fact related theretoany portion thereof, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of initiate this paragraph shall survive the entry into by Landlord and Tenant of an amendment First Right prior to the Lease which pertains to the subject leasing any portion of the Offer SpaceFirst Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in the Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of the Lease to an Affiliate as described in Section 9.2 thereof). Any other attempted assignment or transfer shall be void and of no force or effect. Time is specifically made of the essence of this Section.

Right of First Offer. Provided that both on If Landlord decides to sell its interest in the date of Tenant’s exercise of its option Building and the Land, Landlord shall notify Tenant in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project writing (the “"Offer Space”). If any such Offer Space is available for leasing, Notice") of the selling price that the Landlord shall provide is willing to accept for its interest in the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability Building and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer SpaceLand. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within Within fifteen (15) business days following its of Tenant's receipt of the Landlord’s Offer Notice, the Tenant, if it wishes to purchase the Landlord's interest in the Building and Land for the amount specified in the Offer Notice, shall notify the Landlord in writing of its desire election to lease such Offer Space purchase the Landlord's interest in the Building and Land (the “Tenant’s Response "Election Notice”). Time shall be of ") and to enter into a purchase and sale agreement satisfactory to and prepared by Landlord and substantially in the essence form attached hereto as Exhibit B with respect to Landlord's interest in the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord Building and the Land, which shall be deemed a decision not furnished to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for Tenant at the occasion identified in such Landlord’s same time as the Offer Notice. If, pursuant after the expiration of such fifteen (15) business day period Tenant has not executed such purchase and sale agreement, Landlord shall be free to sell its interest in the Tenant’s Response Notice, Building and the Land at a price equal to or greater than the lowest price Landlord offered Tenant elects to lease in the Offer SpaceNotice. If Landlord decides to sell its interest in the Building and the Land at a price lower than the lowest price offered in writing to Tenant, then and in such event, or if Landlord and Tenant shall enter has not entered into an amendment to this Lease, within thirty (30) days following the date a letter of the Tenant’s Response Notice intent with a bona fide third party purchaser for the lease sale of such Offer Space, which amendment, among other terms, covenants Landlord's interest in the Building and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises Land with a third party within six (6) months and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion fifteen (15) business days after delivery of the Offer Space. Any options to renew available Notice to Tenant as which results in a sale of Landlord's interest in Building and Land to the Premises shall apply also signatory to the Offer Space so incorporated into letter of intent (or to an assignee or designee permitted under the Premisesletter of intent) within twelve (12) months of the execution of the letter of intent, Landlord must again comply with requirements of this Section. All Offer Space If, after both parties have executed the above described purchase and sale agreement, the sale is not consummated because Tenant exercises its right of termination or defaults, the terms of this Section 2.02 thereafter become null and void and of no further force and effect. In the event that the Landlord sells its interest in the Building and the Land to a party other than Tenant after having complied with the above provisions, the terms and conditions of the above provisions thereafter shall be leased null and void and of no further force and effect, with respect to Tenant on an “AS IS” basis, and any future purchaser of Landlord's interest in the state Building and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceLand.

Right of First Offer. Provided If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then during the period commencing upon execution of the Lease and expiring on the last day of the twenty-fourth (24th) month of the initial Term (the "ROFO Period"), Tenant shall have a Right of First Offer (“ROFO”) to lease any space contiguous to the Premises that both on is leased as of the date of Tenant’s exercise this Lease and subsequently becomes available, pursuant to the terms set forth in this paragraph. Landlord shall notify Tenant of any such space becoming available during the ROFO Period and Tenant shall have three (3) days after such notification to notify Landlord that Tenant elects to lease such space. If Tenant fails to deliver notice to Landlord of its option 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 regard heretoLandlord’s ROFO notice, and on provided, however, the date upon which such space is to be occupied by Tenant hereunder, terms set forth in Landlord’s ROFO notice must provide that (ia) the Lease is in full force and effect, (ii) Tenant is not then in material default Work Allowance shall be proportionately adjusted for the portion of the Term remaining under the Lease, Tenant and (b) the lease term shall have be coterminous with the right, upon the conditionsTerm. This ROFO shall be personal to Tenant, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”)is not transferable. If any such Offer Space is available for leasing, the Landlord shall provide the Any attempted assignment or transfer by Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time ROFO shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, null and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spacevoid.

Right of First Offer. Provided that both Subject to the provisions hereinafter set forth and subject and subordinate to any and all rights of any other tenant or occupant of the Building (including, without limitation, the 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 27 below, Landlord hereby grants to Tenant the right to lease, on the date of Tenant’s exercise of its option terms and conditions hereinafter set forth, the space in regard heretothe Building identified on Exhibit E attached hereto (the "First Offer Space"), and on the date upon which if such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be becomes available for leasing (as hereinafter defined) throughout after the Project 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”). If any such Offer Space , or a portion thereof, is available for leasing, then if, within ten (10) business days after the delivery of such notice, Tenant shall give Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected that Tenant elects to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such negotiate a lease of the First Offer Space, including 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 amount of the rent for such Offer Space. In the event that Tenant desires to lease any such First Offer Space, or applicable portion thereof. Tenant shall notify may only lease the entire, but not less than the entire First Offer Space, or applicable offered portion thereof, if it becomes available for leasing. If Tenant gives Landlord in writing 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 its Landlord's receipt of the Landlord’s Offer Notice, of its desire notice that Tenant desires to negotiate a lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the First Offer Space, then and in such eventor applicable portion thereof, the parties shall fail to agree on the terms of a lease therefor, Landlord and Tenant shall enter into an amendment may lease such space to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of a third party on such Offer Space, which amendment, among other terms, covenants terms and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spacemay desire.

Right of First Offer. Provided that both Subject to the terms of this Section 2.3, Tenant shall have an ongoing right of first offer on space on the date fourth (4th) floor of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, Building. So long as (i) there then exists no Default of Tenant, (ii) the Tenant named in Section 1.1 of this Lease (or any successor by Merger and/or any Affiliate, as defined in Subsection 6.2.1) shall occupy the entire Premises, (iii) Tenant shall not have exercised and shall have waived the Termination Option granted to Tenant under Section 2.4 and (iv) this Lease is still in full force and effect, if any space on the fourth (ii4th) Tenant floor of the Building shall become available for lease by Landlord, Landlord shall so notify Tenant, and shall identify the space available (the “Offered Space”) together with the rental rate and other terms and conditions (collectively, the “Terms”) under which in good faith Landlord intends to offer such space to third parties (which may include a term that is not coterminous with the term applicable to the space then in material default under constituting the LeasePremises demised hereunder nor be subject to early termination at the option of the tenant) and the date on which such Offered Space is expected to be available, and Tenant may, by giving notice to Landlord within ten (10) days after receipt of such notice, irrevocably elect to lease the Offered Space on the Terms. If Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, so elected to lease additional office space which the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, as such 10-day period may be available for leasing (extended so long as hereinafter defined) throughout the Project (parties are negotiating the “Offer Space”)terms of the amendment in good faith, confirming the lease of such Offered Space to Tenant on the Terms. If any such Offer Tenant shall not elect to lease the Offered Space is available for leasingwithin the aforesaid 10-day period, the then Tenant shall have no further rights under this Section 2.3 and Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires thereafter be free to lease any or all of such Offer SpaceOffered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be it being agreed that time is of the essence with respect to the giving exercise of any Tenant’s Response Noticerights under this Section 2.3. Tenant’s failure Notwithstanding the foregoing, if Tenant shall not elect to timely deliver lease the Offered Space within the aforesaid 10-day period and, after leasing the Offered Space to a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waivethird party the Offered Space again becomes available for lease by Landlord, Tenant’s right rights under this Section 2.3 shall be again be applicable as of any subsequent date upon which the Offered Space again becomes available for lease. The provisions hereof shall not apply, and space shall not be deemed “available for lease” hereunder if Landlord shall intend either (a) to exercise enter into a lease of such option with respect space to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, any party pursuant to the Tenant’s Response Notice, Tenant elects to terms of a lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date effect as of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity Date of this Lease shall not be impaired or to any entity controlling, controlled by or under common control with Landlord or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spaceentity) then occupying such space.

Right of First Offer. Provided that both on Subject to the date terms of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Leasethis Section 1.24, Tenant shall have a one-time right to lease (“Tenant’s Right to Lease”) up to an additional approximately 20,373 rentable square feet on the right, upon remainder of the conditions2nd floor of the Building to the extent space becomes available for lease to third parties after the expiration of any lease for such space during the Term and/or Option Term, and subject to after the terms, set forth herein, to lease additional office existing tenant or occupant vacates any space which may be available for leasing (as hereinafter defined) throughout the Project (the “First Offer Space”). Tenant’s Right to Lease is subject and subordinate to the rights now existing of all other existing tenants of the Building or Property with prior expansion, renewal or lease rights relative to any First Offer Space. If any space on the second floor of the Building is presently vacant and available for lease, then such space shall not constitute First Offer Space is unless and until such space shall be first leased to another tenant and subsequently become available for leasinglease after the expiration of the lease of such space, including the expiration of all renewal and extension options and after the first tenant vacates such space, unless such space remains unleased two years after the date hereof, in which case such space shall constitute First Offer Space commencing two years after the date of this Lease. a. Promptly following written request (“Tenant Request”) by Tenant, Landlord shall provide the will give Tenant with written notice of the availability of any First Offer Space and the date that the existing tenant or occupant, if any, is expected to vacate such space (the “Landlord’s Offer Availability Notice”). Within 10 days following delivery of the Landlord’s Availability Notice, Tenant will have the right to request from Landlord in writing a written statement setting forth the basic economic terms, including, but not limited to, Landlord’s determination of the Base Rent, tenant improvement allowance, if any, and all other economic terms and conditions (collectively, the “Economic Terms”), upon which notice shall describe Landlord is willing to lease the First Offer Space expected to become available for occupancy desired by Tenant, either to Tenant or to a third party. Notwithstanding anything contained herein to the time of its availability and all of contrary, if the termsTenant Request is given on or before the date that is twelve (12) months following the Commencement Date, covenants, the terms and conditions of such lease amendment shall be the same economic terms as are applicable under this Lease on the date of such amendment, including the Allowance (reasonably prorated by Landlord to make such transaction coterminous with this Lease). Otherwise if Tenant’s Request is given from and after the date that is twelve (12) months after the Commencement Date the terms and conditions of such amendment shall be those set forth in the Economic Terms. The Economic Terms will represent Landlord’s reasonable determination of the fair market rental rate for such First Offer Space. The fair market rental rate, for purposes of this Section 1.24, shall mean the annual amount per square foot, projected during the relevant period, that a willing, non-equity renewal tenant (excluding sublease and assignment transactions) would pay, and a willing, institutional landlord of a comparable quality office building located in the area of the Building would accept, in an arm’s length transaction (what Landlord is accepting in then current transactions for the Building and any adjacent buildings owned by Landlord may be used for purposes of projecting rent for the relevant period), for space of comparable size, quality and floor height as the First Offer Space, including taking into account the amount age, quality and layout of the rent for such Offer Space. In existing improvements in the event that Tenant desires to lease any such First Offer Space, Tenant shall notify and taking into account items that professional real estate brokers or professional real estate appraisers customarily consider, including, but not limited to, rental rates, space availability, tenant size, tenant improvement allowances, parking charges and any other lease considerations, if any, then being charged or granted by Landlord in writing within fifteen or the lessors of such similar office buildings. All Economic Terms other than Base Rent, such as tenant improvement allowance amounts, if any, operating expense allowances, parking charges, etc., will be established by Landlord and will be factored into the determination of the fair market rental rate for the relevant period. Accordingly, the fair market rental rate will be an effective rate, not specifically including, but accounting for, the appropriate economic considerations described above. b. Within five (155) business days following its after receipt of the Economic Terms from Landlord’s Offer Notice, of its desire Tenant must give Landlord written notice pursuant to which Tenant shall elect to either: (i) lease such First Offer Space (upon such Economic Terms and the “Tenant’s Response Notice”). Time shall be of the essence same non-Economic Terms as set forth in this Lease with respect to the giving of any Premises; (ii) decline to lease such First Offer Space, specifying that such declination is not based upon the Economic Terms, but upon Tenant’s Response Noticelack of need for such First Offer Space, in which event Landlord may at any time thereafter lease such First Offer Space to any party upon any terms Landlord deems appropriate; or (iii) decline to lease the First Offer Space, specifying that such declination is based upon the Economic Terms, in which event Tenant will also specify revised Economic Terms upon which Tenant is willing to lease such First Offer Space. Tenant’s failure to timely deliver a choose either clause (i), clause (ii) or clause (iii) above will be deemed to be Tenant’s Response Notice choice of clause (ii) above. c. If Tenant gives Landlord notice pursuant to clause (b)(iii) above, Landlord shall may elect, within five days following receipt of such notice from Tenant, either to: (i) lease such First Offer Space to Tenant upon such revised Economic Terms proposed by Tenant, and the same other non-Economic Terms as set forth in this Lease; or (ii) lease the First Offer Space at any time thereafter to any third party upon terms which are not substantially more favorable to said party than the Economic Terms originally proposed by Tenant. Landlord’s failure to timely choose either clause (i) or clause (ii) above will be deemed a decision not to exercisebe Landlord’s choice of clause (ii) above. d. If Tenant chooses (or is deemed to have chosen) clause (b)(ii) above, and also or if Landlord chooses (or is deemed to waivehave chosen) clause (c)(ii) above, Tenant’s right Right to exercise such option with respect to such Lease any First Offer Space but only for will be null and void. If Tenant exercises its Right to Lease as provided herein, the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into parties will promptly thereafter execute an amendment to this Lease, within thirty (30) days following Lease to include the date of First Offer Space in the Tenant’s Response Notice Premises and to document the lease terms thereof. If Landlord is required to furnish improvements for the lease of such First Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide rent for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All First Offer Space shall be leased to Tenant on an “AS IS” basis, in due and payable upon the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items earlier of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition substantial completion of any tenant improvements for the First Offer Space or the date Tenant first occupies the First Offer Space. e. As provided above, Tenant’s Right to Lease is subject to all expansion and extension rights and other rights to lease, as applicable which Landlord has granted to any other thing or fact related theretotenants prior to the date of this Lease. Thus, Landlord’s Economic Terms will be delivered to Tenant only after Landlord has appropriately notified and received negative responses from all other tenants with rights in the First Offer Space superior to Tenant’s rights. f. Tenant will have no Tenant’s Right to Lease, and Landlord shall have no obligation Tenant’s Request will be ineffective, if an Event of Default under this Lease exists beyond any applicable notice and cure period at the time Tenant’s Request is given or at the time the term with respect to decorate, repair, alter, improve or otherwise prepare the First Offer Space for Tenant’s occupancyis scheduled to commence. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity Any termination of this Lease shall not be impaired terminates all rights under such circumstances, but in no event shall this Section 1.24. Any assignment or subletting by Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant Lease or of an amendment to the Lease which pertains to the subject all or a portion of the Offer SpacePremises terminates Tenant’s Right to Lease, unless Landlord consents to the contrary in writing at the time of such subletting or assignment. Tenant’s Right to Lease may not be transferred separate and apart from Tenant’s interest in this Lease and/or to the Premises.

Right of First Offer. Provided that both Commencing on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the LeaseEffective Date, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project an on-going right of first offer (the “Offer SpaceROFO”) to lease all or any portion of the building located at 0000 Xxxxxx Xxxxx, Palo Alto, California, which consists of 96,025 square feet of Rentable Area (the “ROFO Premises”). If In the event Landlord intends to market all or any such Offer Space is available portion of the ROFO Premises for leasinglease to a third party other than a Landlord affiliate (e.g., the schools or departments of Landlord, its subsidiaries and other affiliates), Landlord shall provide the Tenant with written notice thereof to Tenant (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available portion of the ROFO Premises being offered for occupancy by Tenantlease, the time of its availability parking spaces available to the ROFO Premises, and all of the terms, covenants, terms and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Spacelease. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen Within ten (1510) business days Business Days following its receipt of the Landlord’s Offer Notice, of its desire Tenant shall advise Landlord in writing whether Tenant desires to lease such the ROFO Premises (based on the space that is being offered by Landlord) on the terms and conditions set forth in the Offer Space (Notice. Notwithstanding the “foregoing, the ROFO shall be void if an Event of Default by Tenant exists at the time Landlord would otherwise be required to issue the Offer Notice, or at the time the lease of the ROFO Premises would otherwise take effect. If Tenant fails to notify Landlord of Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord election within said ten (10) Business Day period, then Tenant shall be deemed a decision to have elected not to exerciselease the ROFO Premises and the ROFO shall have no further force or effect unless and until Landlord later elects to market the ROFO Premises for lease to a third party. In such event, Landlord shall have the right to lease the ROFO Premises on terms and conditions to be determined by Landlord in its sole discretion, and Landlord shall also to waive, Tenant’s have the right to exercise extend or renew such option with respect to such Offer Space but only for lease at the occasion identified in such Landlord’s Offer Noticeend of its term whether or not the lease provides an extension or renewal term. If, pursuant to the Tenant’s Response Notice, If Tenant elects to lease exercise the Offer Space, then and in such eventROFO, Landlord and Tenant shall enter into an amendment to this LeaseLease for the ROFO Premises, within thirty (30) days following subject to modification only to reflect the date terms of the Tenant’s Response Notice for Offer Notice. The term of the lease of such Offer Space, which amendment, among other terms, covenants the ROFO Premises shall be coterminous with the Term of this Lease. The ROFO shall be personal to the original Tenant named in this Lease and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion any Permitted Transferee of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for original Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.

Right of First Offer. Provided that both on Tenant shall have a right of first offer (as described below) to lease any available space in the date of Tenant’s exercise of its option in regard heretoBuilding (the "Offer Space"), and on the date upon which such space is to be occupied by Tenant hereunder, (i) the so long as this Lease is in full force effect and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, hereunder beyond applicable notice and subject cure periods. Prior to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If offering or marketing any such Offer Space is available space for leasinglease, the Landlord shall provide the notify Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all in writing of the termsrental rates, covenants, terms and conditions of such lease for tenancy of the Offer Space, including which shall be based on then current market conditions; provided that, (a) if the amount remaining Term of this Lease is then greater than four (4) years, the rent for term of such Lease offered to Tenant shall be coterminous with the Term of this Lease, and (b) if the remaining Term of this Lease is then less than four (4) years, the term of such Lease offered to Tenant shall be coterminous with the Term of this Lease only if (i) Tenant has an option to extend the Term of this Lease as provided in Section 10.15 above and (ii) Tenant irrevocably exercises its option to extend said Term by notice in writing to Landlord (in which event, the provisions of subparagraph (g) of Section 10.15 shall not apply). If Tenant desires to exercise such right of first offer, Tenant shall provide Landlord with Xxxxxx's written notice to lease the Offer SpaceSpace upon the same rates, terms and conditions as specified in Landlord's notice, no later than fifteen (15) days after receipt of Landlord's written offer. In the event that Tenant desires fails to lease any such Offer Space, Tenant shall notify Landlord in writing provide written notice of acceptance of Landlord's offer within fifteen (15) business days following its of receipt of the Landlord’s Offer Notice's written offer, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord offer shall be deemed a decision not to exercise, waived and also to waive, Tenant’s right to exercise such option with respect of no further force and effect as to such Offer Space but only for space, provided that Landlord shall once again offer such space to Tenant in accordance with the occasion identified in above procedure if (a) it has not leased such Landlord’s Offer Notice. If, pursuant space within 150 days of its initial offer or (ii) it proposes to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the a lease of such Offer Spacespace for an effective rental rate (after taking into account allowances, which amendmentconcessions, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises free rent and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion like) which is less than 90% of the Offer Spaceeffective rental rate offered to Tenant. Any options to renew available to Tenant as to WITNESS the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired execution hereof under such circumstances, but in no event shall Tenant be obligated to pay rent seal on the Offer Space until the Landlord delivers possession thereofday and year first above written. The provisions LANDLORD: Clarks Hill, LLC __________________________ By: /s/ Xxxxxxx X. XxXxxx ---------------------- Witness Name: Xxxxxxx X. XxXxxx Title: Manager TENANT: Lifeline Systems, Inc. __________________________ By: /s/Xxxxxx X. Xxxxxx ------------------- Witness Name: Xxxxxx X. Xxxxxx Title: Senior Vice President of this paragraph shall survive the entry into by Landlord Finance and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.Treasurer EXHIBIT A PREMISES EXHIBIT A-1 CAFETERIA SPACE -44- EXHIBIT B DEFINITION OF OPERATING EXPENSES

Right of First Offer. Provided that both on Landlord hereby grants to the date of named Tenant in this Third Amendment (the "Original Tenant’s exercise of its option in regard hereto"), and on the date upon which such space is any Permitted Transferee or Permitted Assignee, an ongoing right of first offer with respect to be occupied by Tenant hereunder, (i) that certain space on the Lease is in full force second (2nd) floor of the Building containing 5,846 rentable square feet of space commonly known as Suite 202, and effect, (ii) Tenant is not then in material default under that certain space on the Leasesecond (2nd) floor of the Building containing 5,858 rentable square feet of space commonly known as Suite 205 (collectively, the "First Offer Space"). Notwithstanding the foregoing, such first offer right of Tenant shall have be subordinate to the rightexisting leases of the First Offer Space (including renewals of any such lease, upon the conditionsirrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and subject regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). Such right of first offer shall also be subordinate to all rights of other tenants of the Project, which rights relate to the termsFirst Offer Space and are, as of the date hereof, expressly set forth hereinin existing leases of space in the Project, including, without limitation, any expansion, first offer, first refusal, first negotiation and other similar rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project amendment or a new lease (the “Offer Space”"Superior Rights"). If Notwithstanding any contrary provision in the lease of any Superior Right Holder, such existing 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 Offer Space renewal is available for leasingcurrently set forth in such lease or is subsequently granted or agreed upon, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all . All such current tenants of the terms, covenants, and conditions of such lease of the First Offer Space, including all such third party tenants in the amount Project holding Superior Rights, and all tenants under "Intervening Leases," as that term is defined in Section 9.5, below, are collectively referred to as the "Superior Right Holders". Tenant's right of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time first offer shall be of on the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants terms and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, set forth in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceSection 9.

Right of First Offer. Landlord hereby grants to Tenant a right to lease the Qualified Space (as defined below) on and subject to the terms and conditions set forth in this Section. As used herein, “Qualified Space” means any vacant on the floor directly below the Leased Premises (2nd Floor) space of the Building that becomes available during the term of this Lease, including without limitation, any extensions or renewals thereof. Provided that both Tenant is not in default of this Lease, Landlord shall offer to lease the Qualified Space to Tenant on terms and conditions that are acceptable to Landlord (“Offer Proposal”). Tenant shall either accept or reject the Offer Proposal in writing to Landlord within ten (10) days of receipt of the Offer Proposal (or be deemed to reject the Offer Proposal). If Tenant does not accept such Offer Proposal, or is deemed to reject the Offer Proposal, Landlord is permitted for a period of one (1) year following the date of such rejection (or deemed rejection) to enter into a third party lease (“Third Party Lease”) for such Qualified Space on terms not less favorable to Landlord than those contained in the Offer Proposal. If Landlord fails to enter into a third party lease within one (1) year following the date of Tenant’s exercise rejection of the Offer Proposal, Landlord shall reoffer to Tenant the right to lease the Qualified Space according to the terms above. In such event, Tenant will be deemed to have waived its option right to enter into a lease for the Qualified Space. The rights set forth in regard hereto, this Section 1.01(X) are personal to the party executing this Lease and on are not assignable or transferable. Upon a permitted assignment or subletting of this Lease the date upon which such space is to rights under this Section 1.01(X) shall expire and be occupied by Tenant hereunder, (i) the Lease is in full of no further force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, . Tenant’s rights hereunder are conditioned upon the conditions, and subject to Tenant’s not being in default beyond any applicable cure period during the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout time the Project (the “Offer Space”). If any Tenant accepts such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceProposal.

Right of First Offer. Provided that both on the date Tenant does not exercise its Fixed Expansion Option, subject to existing renewal or expansion options of Tenant’s exercise of its option in regard heretoother tenants, and on subject to Landlord’s reserved right to lease directly to the date upon which such space is to be occupied by Tenant hereunderthen-current tenant and subtenants of the Offer Space, (i) the Lease is in full force and effect, (ii) provided Tenant is not then in material default Default under the Lease, Tenant shall have Landlord shall, prior to offering the rightsame to any other party, upon the conditions, and subject to the terms, set forth herein, first offer to lease additional office to Tenant any space which may be that Landlord desires to make available for leasing lease on the nineteenth (as hereinafter defined19th) throughout floor of the Project Building (the “Offer Space”). If any ; such Offer Space is available offer shall be in writing and specify the lease terms for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the rent to be paid for the Offer Space, any rent abatement to be offered, the term, any allowance to be provided, and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). The Offer Notice shall also state the amount of the rent for such Offer Spaceincrease to the Letter of Credit that would be required by Landlord as set forth in Section 25 above. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of whether Tenant elects to lease the Landlord’s entire Offer Space on the terms set forth in the Offer Notice, of its desire within ten (10) days after Landlord delivers to lease such Offer Space (Tenant the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, If Tenant timely elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into execute an amendment to this Leasethe Lease on the terms set forth in the Offer Notice and, within thirty (30) days following to the date extent not inconsistent with the Offer Notice terms, the terms of the TenantLease; however, Tenant shall accept the Offer Space in an “AS-IS” condition and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other concessions except as specifically provided in the Offer Notice. Notwithstanding the foregoing, if prior to Landlord’s Response Notice for delivery to Tenant of the Offer Notice, Landlord has received, but not previously made, an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, which amendmentTenant must exercise its rights hereunder, among other termsif at all, covenants as to all of the space contained in the Third Party Offer. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that Tenant’s right hereunder is a one-time right only), and conditions therein contained, shall provide for Landlord may lease all or a portion of the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant third parties on such terms as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basisLandlord may elect, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that although Landlord shall remove any items of personal property left by such occupant and shall deliver must re-offer the Offer Space to Tenant in “broom clean” fashion. the event that Landlord’s new deal terms are 3% or more lower on a Net Effective Basis than Landlord’s offer to Tenant shall or in the event Landlord has not be entitled to any abatement or reduction executed a lease of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because at issue with a third party within 1 year of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity Offer Notice. For purposes of this Lease shall Section, “Net Effective Basis” means the annuitized present value of the lease when considering base rent, downtime, term, abated rent, and tenant improvement costs. Tenant may not be impaired under such circumstancesexercise its right of first offer if Tenant is in Default or if Tenant or a Permitted Transferee is not then leasing and occupying the entire Premises initially leased hereunder. For purposes hereof, but in no event shall Tenant be obligated to pay rent on if an Offer Notice is delivered for less than all of the Offer Space until but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of Tenant’s right of first offer in the event of exercise of such preferential right. In no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Section other than to Tenant’s designated broker who is actively involved in negotiations on Tenant’s behalf at the time and with whom Landlord has executed a commission agreement, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any other broker or agent claiming the same by, through, or under the indemnifying party. Tenant’s right of first offer shall terminate if (a) the Lease or Tenant’s right to possession of the Premises is terminated, (b) Tenant assigns any of its interest in the Lease other than to a Permitted Transferee, (c) Tenant ever leases fewer than seventy-five percent (75%) of the Premises initially leased to Tenant hereunder, or (d) less than one (1) full calendar year remains in the term of the Lease, unless Tenant exercises an available renewal option.

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the this Lease is shall be in full force and effect, (ii) Tenant is shall not then be in material default under of the LeaseLease beyond any applicable period to cure, and (iii) Tenant or any Permitted Affiliates shall then be occupying ninety percent (90%) of the Demised Premises, then Tenant shall have the righta one-time Right of First Offer, upon the conditions, and subject to the terms, set forth hereinrights of existing Tenants, to lease any additional office adjacent space which may be becomes available for leasing on the third (as hereinafter defined3rd) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all floor of the terms, covenants, Building for Tenant’s occupancy only. The terms and conditions of such Tenant’s occupancy shall be upon terms and conditions to be mutually agreed upon by Tenant and Landlord. Promptly after learning of the availability for lease of any such space, Landlord shall give written notice to Tenant. Tenant may then exercise its right of first offer by giving written notice to landlord within five (5) business days after the Offer Space, including date of Landlord’s notice. Failure by Tenant to respond within said five (5) business day period shall totally extinguish Tenant’s right of first refusal to lease the amount of the rent for such Offer Spacespace designated in Landlord’s notice. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, do not mutually agree upon the rent terms of the lease for the available space within thirty (30) days following the date of the Tenant’s Response Notice for the lease notice of such Offer Spaceits intent to exercise its option, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion right of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space first offer shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spacetotally extinguished.

Right of First Offer. Provided that both Tenant fully occupies the Premises and has not assigned this Lease to any other party and that no event of default or condition which with the giving of notice or the passage of time, or both, would constitute an event of default then exists, unless the same is cured within the applicable cure period, if any, Landlord shall offer to Tenant, before offering to any party unrelated to Landlord, other than Whole Foods Market Group, Inc. which has a prior right on the date of Tenant’s exercise of its option in regard heretoOffer Space, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject contiguous to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project Premises shown on. Exhibit A.-i attached hereto consisting of approximately 4,363 square feet of Rentable Floor Area (the “Offer Space”). If any Any such offer by Landlord to Tenant shall be set forth in a written notice from Landlord to Tenant setting forth the Landlord’s determination of Fair Market Rent and the other material business terms under which Landlord proposes to offer the Offer Space is available for leasing, on the Landlord shall provide the Tenant with written notice market (the “Landlord’s Notice”). If Tenant notifies Landlord in writing within ten (10) days after Xxxxxxxx’s Notice that it elects to rent the Offer Space upon the terms set forth in Landlord’s Notice (“Tenant’s Notice”), Landlord and Tenant shall within thirty (30) days after Landlord’s Notice execute a written lease in substantially the form of this Lease (except for the terms contained in the offer) or, at Landlord’s option an amendment to this Lease, under which notice Tenant shall describe lease the Offer Space expected to become available for occupancy by Tenantupon the business terms set forth in Landlord’s Notice and otherwise upon terms consistent with this Lease (the “New Lease”), the time unless Tenant notifies Landlord that it disagrees with Landlord’s determination, of its availability and all of the termsFair Market Rent, covenantsin which event, Fair Market Rent shall be determined as set forth in section 2.5 below, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer SpaceNew Lease shall be entered into within thirty (30) days after Fair Market Rent is determined as provided in Section 2.5. In the event that If Tenant desires to lease any such Offer Space, Tenant shall does not notify Landlord in writing within fifteen ten (1510) business days following its receipt of the after Landlord’s Notice that it elects to rent the Offer Space upon the terms set forth in Landlord’s Notice, or if Tenant provides Xxxxxx’s Notice to Landlord but fails to execute the New Lease within thirty (30) days after Landlord’s Notice or the determination of its desire Fair Market Rent, as applicable, Landlord shall be free to lease such the Offer Space (the “Tenantto any other party on whatever terms Landlord may negotiate with such other party, even if such terms are more favorable than those set forth in Landlord’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice execute the New Lease after electing to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such rent the Offer Space but only for the occasion identified in as provided above, shall constitute a default by Tenant hereunder, unless such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in failure was caused by Landlord or unless such event, Landlord and Tenant shall enter into an amendment to this Lease, failure is cured within thirty (30) days following the date of the TenantLandlord’s Response Notice for the lease notice to Tenant of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spacedefault.

Right of First Offer. Provided that both on A. Landlord hereby grants to Tenant the date of Tenant’s exercise of its one-time option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the rightlease, upon the conditionsterms and conditions hereinafter set forth, and subject to any rentable space on the terms, set forth herein, to lease additional office space which may be available for leasing sixth (as hereinafter defined6th) throughout floor of the Project Building (the “Offer Space”) which becomes available for leasing (as determined in accordance with paragraph (B) below) during the Offer Period (hereinafter defined). If any , prior to entering into a lease for such space with another party. B. The Offer Space shall be deemed to be “available for leasing” when Landlord is prepared for the first time only to offer to lease the Offer Space to any party other than the current occupant of the Offer Space. C. Prior to Landlord’s marketing the Offer Space that is available for leasingleasing during the Offer Period, the Landlord shall provide the give Tenant with a written notice (the “Landlord’s Offer Notice”)) setting forth (i) the location, which notice shall describe (ii) the Offer Space expected to become available for occupancy by Tenantrentable area, (iii) the time of its proposed rental rate, (iv) all other proposed material economic terms and (v) the anticipated availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space date (the “Tenant’s Response NoticeOffer Space Commencement Date”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, . D. Tenant’s right to exercise such option with respect to such lease the Offer Space but only for shall be exercisable by written notice (the occasion identified “Acceptance Notice”) from Tenant to Landlord delivered not later than ten (10) Business Days after the Offer Notice is delivered to Tenant, time being of the essence. Tenant may not elect to lease less than the entire portion of Offer Space described in such Landlord’s the Offer Notice. If, pursuant to If Tenant does not exercise the Tenant’s Response Notice, Tenant elects right to lease the Offer Space, then Landlord shall have the right thereafter to lease such space to another prospective tenant on the same terms and conditions as set forth in such event, Landlord the Offer Notice (which terms and Tenant shall enter into an amendment to this Lease, within thirty (30) days conditions will remain the same for 12 months following the date of the Offer Notice). If the Offer Space is not leased within said 12-month period, Landlord shall provide a new Offer Notice to Tenant which may contain different terms and conditions than were contained in the original Offer Notice. Tenant’s Response rights with respect to the new Offer Notice for shall be governed by the terms and conditions of this Paragraph 3 except that if Tenant does not exercise the right to lease the Offer Space pursuant to the new Offer Notice, then Tenant’s rights with respect to the Offer Space shall terminate without further offering such space to Tenant, and within ten (10) Business Days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. If Tenant has validly exercised its option to lease the Offer Space, then the Offer Space shall be included in the Premises, subject to all the agreements, terms and conditions of the Lease as modified by the terms set forth in the applicable Offer Notice. E. Tenant’s right to lease Offer Space is subject to the following additional terms and conditions: 1. This Lease must be in full force and effect on the date on which amendmentTenant exercises its option of first offer to lease Offer Space and on the Offer Space Commencement Date; 2. No Event of Default by Tenant exists under this Lease, among other either on the date Tenant exercises its option to lease Offer Space or on the Offer Space Commencement Date, unless Landlord, in its sole and absolute discretion, agrees in writing to permit Tenant to lease such Offer Space notwithstanding such default; and 3. Tenant shall not have assigned this Lease (except in connection with a Permitted Transfer or an assignment to which Landlord has consented). F. If Tenant has validly exercised its option to lease the Offer Space, then effective as of the Offer Space Commencement Date, the Offer Space shall be included in the Premises, subject to all of the terms, covenants conditions and conditions therein containedprovisions of this Lease except that: 1. The Rentable Area in the Premises shall be increased by the number of square feet of rentable area in the Offer Space and such Rentable Area in the Premises, as so increased, shall provide be used in calculating the increases in Tenant’s Pro Rata Share; 2. The Annual Base Rent for the Offer Space to shall be incorporated into the Premises and the Annual Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of per Rentable Square Foot specified in the Offer SpaceNotice; 3. Any options to renew available to Tenant as to the Premises shall apply also The Lease Term with respect to the Offer Space so incorporated into shall commence on the PremisesOffer Space Commencement Date and shall expire simultaneously with the expiration or earlier termination of the Lease Term, including any extension or renewal thereof; and 4. All The Offer Space shall be leased to Tenant on an rented in its “AS ISas is” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items as of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement Commencement Date, without representation or reduction of rent warranty by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, party acting on behalf of Landlord and in no event shall Landlord shall have no any obligation to decorate, repair, alter, improve or otherwise prepare perform any work to the Offer Space for Tenant’s occupancy. use or occupancy by Tenant or provide Tenant any allowance therefor, except to the extent otherwise set forth in the Offer Notice. G. If Landlord is unable fails to give deliver possession on the Offer Space Commencement Date of the Offer Space because of any Offer Space to Tenant because act or occurrence beyond the reasonable control of the holding over or retention of possession thereof by any tenantLandlord, subtenant or other occupant or for any other reason, then Landlord shall not be subject to any liability for failure to give deliver possession, and such failure to deliver possession and shall not affect either the validity of this the Lease shall not or the obligations of either Landlord or Tenant thereunder or be impaired construed to extend the expiration of the Lease Term either as to the Offer Space or the balance of the Premises; provided, however, that under such circumstances, but in no event (i) Landlord shall Tenant be obligated make reasonable efforts to pay rent on obtain possession of such portion of the Offer Space and (ii) Rent shall not commence as to such portion of the Offer Space until Landlord is able to deliver possession thereof to Tenant. H. Upon the Landlord delivers possession thereof. The provisions valid exercise by Tenant of this paragraph shall survive the entry into by its option to lease Offer Space, Landlord and Tenant of an shall promptly enter into a written amendment to this Lease reflecting the Lease which pertains terms, conditions and provisions applicable to the subject such portion of the Offer Space, as determined in accordance herewith. I. In the event any portion of the Offer Space is leased to Tenant other than pursuant to the right of first offer described herein, such portion of the Offer Space shall thereupon be deleted from the Offer Space. J. As used herein, the term “Offer Period” shall mean the period commencing on the date of this Lease and expiring on the date which is twelve (12) months prior to the expiration of the initial Term, but if Tenant exercises its Extension Option, then the Offer Period shall expire twenty-four (24) months prior to the extended Termination Date, provided, however, that Tenant’s rights to the Offer Space shall expire with respect to any portion of the Offer Space once the said portion is leased to a third party.

Right of First Offer. Provided that both on During the date first two (2) Lease years, as long as Tenant has not been in an Event of Default, beyond any 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 exercise of this right, and so long as this right is exercised in connection with an expansion of Tenant’s exercise of its option in regard hereto, 's Premises and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditionsfor no other purpose, and subject to the termsprior rights of any other tenant in the Building, set forth herein, Landlord thereby grants to lease additional office Tenant a one-time Right of First Offer on the terms and conditions contained in this paragraph to Lease any space in Building 3 which may be becomes available for leasing (as hereinafter defined) throughout and is not subject to the Project rights of any other tenant (the “"Offer Space”"). If any Once this right is offered one time on a space, such Offer offer shall be deemed terminated in all aspects with respect to such space and Tenant shall have no further rights thereto. The rent for such Space shall be at the greater of (i) the then-prevailing rate for similar space in the Chantilly, Virginia market, or (ii) the same rate Tenant is available then paying for leasingthe 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 Landlord shall provide Term for the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe existing Premises and the Offer Space expected to become available for occupancy by shall be extended so that it will expire at least three (3) Lease Years from the commencement date of Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease 's Lease of the Offer Space, including . 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 rent for such Offer Space. In the event that any Offer Space becomes available for Lease during the Term, Landlord shall give notice thereof to Tenant desires which notice shall contain the foregoing terms to lease any such Lease the Offer Space. Within five (5) business days of such notice, time being of the essence, Tenant shall notify give Landlord in writing 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 fifteen the foregoing required five (155) business days following its receipt of the Landlord’s Offer Noticeday period, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to then Landlord shall be deemed a decision not entitled to exercise, and also proceed to waive, Tenant’s right to exercise such option with respect to such market and/or Lease the Offer Space but only for to a third party 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 occasion identified event Tenant gives Landlord a notice as required in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects preceding paragraph that it wishes to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an have twenty (20) days from the date of the notice within which to amend this Lease by adding the Offer Space on the 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 thirty said twenty (3020) days following the date day period, time being of the Tenant’s Response Notice for the essence, then Landlord shall be entitled to proceed to market and/or lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to a third party free and clear of such right and such right shall be incorporated into deemed terminated in all respects. Once Landlord has made the Premises 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 the Base Rent and Tenant’s Proportionate Share Tenant shall have no further Rights of First Offer with respect to be modified to reflect the inclusion of the any other Offer Space. Any options to renew available to In the event Tenant as to expands in the Premises shall apply also to Building per the Right of First Offer Space so incorporated into the Premises. All Offer Space shall be leased to and Tenant on an “AS IS” basishas a duly authorized broker, in the state writing, and condition said broker materially and constructively is engaged in which the same shall be upon removal by the preceding occupantTenant's expansion negotiations, if any, except that then Landlord shall remove any items of personal property left by pay said broker a commission for such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashionexpansion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to pay any liability broker of Tenant a commission for failure to give possession and the validity any future renewals of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer SpaceLease.

Right of First Offer. (a) Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) Tenant has not been in Default under the Lease is in full force and effectbeyond applicable cure periods, (ii) the creditworthiness of Tenant is not then acceptable to Landlord beyond applicable cure periods, (iii) Tenant originally named herein remains in material default under possession of and has been continuously operating in the Lease, Tenant shall have entire Leased Premises throughout the right, upon Lease Term and (iv) the conditionscurrent use of the Leased Premises is consistent with the Permitted Use hereunder unless a change in Permitted Use has been approved by Landlord, and subject to any renewals, extensions or expansions of the terms, set forth herein, existing tenant or other tenants to lease additional office space which may be available for leasing the Offer Space (as hereinafter defined), Landlord shall notify Tenant in writing ("Landlord's Notice") throughout of the Project availability of Suite 511 and Suite 513 in the Building, as shown on Exhibit E attached hereto (the “"Offer Space”). If any ") before entering into a lease with a third party for such Offer Space is available for leasing, the Space. Tenant shall have five (5) business days from its receipt of Landlord's Notice to deliver to Landlord shall provide the Tenant with a written notice (the “Landlord’s Offer Notice”), which notice shall describe acceptance agreeing to lease the Offer Space expected on the terms and conditions contained in Landlord's Notice. In the event Tenant fails to become available for occupancy by Tenant, the time notify Landlord of its availability acceptance within said five (5) business day period, such failure shall be conclusively deemed a waiver of Tenant's rights under this Section 17.02 and all of the terms, covenants, and conditions of such lease a rejection of the Offer Space, including whereupon Tenant shall have no further rights with respect to the amount of Offer Space and Landlord shall be free to lease the rent for such Offer SpaceSpace to a third party. In the event that Tenant desires to lease any such accepts the Offer Space, Tenant shall notify lease the Offer Space on the terms and conditions of this Lease, as modified by Landlord's Notice. Notwithstanding the foregoing, if Tenant accepts the Offer Space, the term for the Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Offer Space shall be thirty-six (36) months and the Lease Term for the original Leased Premises shall be extended, if 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 in writing within fifteen (15) business days following its receipt to prospective new tenants for the Offer Space, excluding free rent and other concessions. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Landlord’s Offer Notice, Building for space of its desire to lease such Offer Space (comparable size and quality and with similar or equivalent improvements as are found in the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exerciseBuilding, and also to waiveif none, Tenant’s then in similar buildings in the vicinity, excluding free rent and other concessions. (b) If Tenant waives its right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer SpaceSpace pursuant to subsection (a) above, then and in such event, Landlord and Tenant shall enter into an amendment fails to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into a third party within ninety (90) days following such waiver, Landlord shall not lease the Premises and Offer Space to a third party without again notifying Tenant of the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion availability of the Offer Space. Any options , in which case Tenant shall again have the right to renew available to Tenant as to the Premises shall apply also to lease the Offer Space so incorporated into in accordance with this Section 17.02. (c) This Right of First Offer shall commence as of the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basisdate hereof, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver expire and be of no further force or effect upon the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because expiration of the holding over initial Lease Term, or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity earlier waiver of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated Right of First Offer pursuant to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spacesubsection (a) above.

Right of First Offer. Provided that both on If, during the date Term of this Lease, Landlord proposes or desires to lease the second (2nd) floor, and/or the third (3rd) floor, of the Building, as the case may be, and so long as the leasehold interest in the Premises demised by this Lease is still held by Xxxxx Interactive Labs, Inc., or an assignee of this Lease pursuant to a Permitted Transfer (each, the “Original Tenant”), and so long as the Original Tenant is not in default, beyond any notice and cure period, at the time of Tenant’s exercise receipt of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing Landlord’s Offer (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide give the Original Tenant with written notice of Landlord’s intention to lease the second (2nd) floor, and/or the third (3rd) floor, of the Building, as the case may be, which notice (the “Landlord’s Offer NoticeOffer”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and set forth all of the terms, covenants, material terms and conditions of such proposed lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for second (2nd) floor, and/or the occasion identified third (3rd) floor of the Building, as the case may be, and such notice shall constitute an offer to lease the second (2nd) floor and/or the third (3rd) floor, of the Building, as the case may be, to the Original Tenant, at the rent and upon the other terms and conditions stated in such Landlord’s Offer Notice(the “Right of First Offer”). IfFor purposes of clarity, pursuant the Right of First Offer applies to any proposed lease of the second (2nd) floor of the Building, and/or any proposed lease of the third (3rd) floor of the Building, whether together or separately. The Original Tenant’s Response Noticeacceptance of Landlord’s Offer shall be by written notice given within twenty one (21) days following receipt of Landlord’s Offer, time being of the essence. If the Original Tenant elects to lease the Offer Spaceaccepts Landlord’s Offer, then and in such eventas provided herein, Landlord and Tenant shall enter in good faith negotiate a security deposit, if any, in connection with the new lease, taking into account the then current market environment, Tenant’s then current financial condition, and the fact that the Tenant will be leasing at least three (3) or more of the floors of the Building, at one time. If Landlord and Tenant are unable to come to an amendment agreement with respect to this Leasea security deposit, within if any, after negotiation in good faith for thirty (30) days following days, such failure shall not affect Tenant’s rights with respect to the date Right of First Offer to lease the second (2nd) floor and/or the third (3rd) floor of the TenantBuilding. Following the expiration of such thirty (30) day period, either party may submit this matter to XXXX Dispute Resolution, Inc. for a determination of the amount of a security deposit based on tire foregoing factors, and the amount of such security deposit shall be determined by a single arbitrator through XXXX Dispute Resolution, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. Each party shall bear- its own costs, and the parties shall share equally the costs of such arbitration. If Landlord’s Response Notice Offer is accepted by the Original Tenant pursuant to the terms of this Section 13.29, the parties agree to promptly execute a new lease (the “New Lease”), for the lease second (2nd) floor, and/or the third (3rd) floor of such Offer Spacethe Building, which amendmentas the case may be, among incorporating the terms and conditions of Landlord’s Offer, and otherwise incorporating the other terms, covenants provisions and conditions therein containedin this Lease, but excluding Section 13.7, and this Section 13.29, and the provisions therein. The New Lease shall also provide that, notwithstanding the original term of the New Lease as provided for in Landlord’s Offer, the expiration date for the Offer Space to original term of the New Lease will be incorporated into at least twelve (12) months after the Premises expiration date(s) for Tenant’s leases for the Fourth (4th) Floor, and the Base Rent and Fifth (5th) Floor, of the Building. If the Original Tenant fails to accept Landlord’s Offer within the aforesaid twenty one (21) day period following Tenant’s Proportionate Share to be modified to reflect the inclusion receipt of Landlord’s Offer, time being of the Offer Space. Any options to renew available to Tenant as essence, or if prior to the Premises shall apply also to expiration of such ten (10) business day period, the Offer Space so incorporated into the Premises. All Offer Space Original Tenant rejects Landlord’s Offer, Landlord shall be leased free to enter into a lease for the second (2nd) floor, and/or the third (3rd) floor, as the case may be, to anyone, for a rent and other economic terms equal to at least ninety five per cent (95%) of that set forth in Landlord’s Offer, and upon such other terms and conditions, not materially more favorable than those set forth in Landlord’s Offer. If Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall has not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related theretoaccepted Landlord’s Offer, and Landlord shall have no obligation fails to decorate, repair, alter, improve or otherwise prepare consummate a lease with a third party on such economic terms within one hundred and eighty (180) days from the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because expiration of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reasonten (10) business day period following Landlord’s Offer, Landlord shall not be subject lease the second (2nd) floor, and/or the third (3rd) floor of the Building, as the case may be, without first re-offering such space to any liability for failure Tenant pursuant to give possession the terms and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph Section 13.29. The Right of First Offer pursuant to this Section 13.29, shall survive be ongoing throughout the entry into by Landlord entire Lease Term of this Lease, including any extensions thereof, and Tenant of an amendment to the Lease which pertains to second (2nd) floor, and/or the subject portion third (3rd) floor of the Offer SpaceBuilding, as the case may be, shall be offered to Tenant under the terms and provisions of this Section 13.29, without first leasing such space to any other person or entity.”

Right of First Offer. Provided that both on 23.1 In the date event Landlord desires during the initial Term of Tenant’s exercise of its option this Lease to enter into a lease with any third party for any space in regard hereto, and on the date upon which Building if such space is to be occupied by leased to such third party is within the 10,000 square feet of space contiguous to the Premises, Landlord shall deliver to Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Leasewritten notice thereof. If after receipt of such notice, Tenant shall have the right, upon the conditions, and subject desires to lease approximately 10,000 square feet of space adjacent to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project Premises (the “First Offer Space”), it shall be leased in its then current “as is” condition but with the obligation of Landlord to provide a per square foot allowance for tenant improvements equal to $20.00 per square foot multiplied by a fraction, the numerator of which is the number of months remaining in the initial term after the Effective Date (hereafter defined) and the denominator is 87. If any All improvements to such space shall be Tenant’s responsibility and shall be subject to the provisions of Article 8. The allowance shall be paid out only after substantial completion of the improvements and issuance of a certificate of occupancy. The annual Base Rent for the balance of the initial term for such First Offer Space is available shall be at the annual Base Rent rate(s) provided herein for leasingthe initially demised Premises. Tenant shall have five (5) Business Days from its receipt of Landlord’s notice in which to notify Landlord, in writing, of Tenant’s election to lease the Landlord First Offer Space In the event Tenant gives such notice to Landlord, then the First Offer Space shall provide be added to the Tenant with written Premises upon the effective date specified in Landlord’s notice (the “Landlord’s Offer NoticeEffective Date”); and upon Xxxxxxxx’s receipt of Tenant’s notice, which notice Landlord shall describe the Offer Space expected prepare, and Landlord and Tenant shall execute, within twenty (20) days thereafter, an amendment to become available for occupancy by Tenant, the time of its availability and all this Lease evidencing such addition of the termsFirst Offer Space, covenants, subject to all other terms and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Spacethis Lease. In the event that Tenant desires fails to give such notice to Landlord within said five (5) Business Day period, or fails to execute said amendment to this Lease within twenty (20) days after the same has been received by Xxxxxx from Landlord, then Landlord may thereafter lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such First Offer Space (the “Tenant’s Response Notice”). Time shall be to any third party and all rights of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord Tenant under this Article 23 shall be deemed a decision not to exercise, terminated and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then of no further force and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Spaceeffect.

Right of First Offer. Provided The Right of First Offer set forth in Section 3 of Exhibit F to the Lease shall continue to apply on the terms and conditions set forth therein, except that both (i) the “Potential Offering Space” shall mean any increment of space on the fourth (4th) floor of the Building not under lease by Tenant as of the date of this Amendment; (ii) the terms of Tenant’s lease for Potential Offering Space shall be on the same terms and conditions as the Additional Premises (i.e., Base Rent at the same rate as the Additional Premises, Term for Potential Offering Space coterminous with the Additional Premises, and tenant improvement allowance at the same rate per square foot as the Additional Premises prorated over the Term based on the date the Right of First Offer is exercised); (iii) as to any Potential Offering Space, the Right of First Offer shall commence on the date of Tenant’s exercise of its option in regard hereto, this Amendment and terminate as to such Potential Offering Space on the date upon which such space is earlier to be occupied by Tenant hereunder, occur of: (iA) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option its Right of First Offer with respect to such Offer Potential Offering Space but only for within the occasion identified five (5) day period provided in such Landlord’s Offer Notice. If, pursuant Section 3.A. of Exhibit F to the Lease, or (B) the date Landlord would have provided Tenant an Advice if Tenant had not been in violation of one or more of the conditions set forth in Section 3.A. of Exhibit F to the Lease; provided that with respect to all of the Potential Offering Space, the Right of First Offer contained in Section 3 of Exhibit F to the Lease, as modified by this Paragraph 9, shall terminate on December 31, 2011. Termination of Tenant’s Response Notice, Tenant elects Right of First Offer as to lease the Offer Space, then and in such event, Landlord and Tenant any given Potential Offering Space shall enter into an amendment to this Lease, within thirty (30) days following the date of the not impair Tenant’s Response Notice for the lease Right of such First Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Potential Offering Space.

Right of First Offer. Provided Landlord hereby covenants and agrees that both on Tenant shall have a "Right of First Offer" to purchase the date of Premises, subject to and in accordance with the following terms and conditions: 34.1. Tenant’s ability to exercise of its option in regard hereto, and on rights under this Section 34 shall be expressly conditioned upon the date upon which such space is to be occupied by Tenant hereunder, following: (ia) the this Lease is remains in full force and effect, ; (iib) there is not then an outstanding default by Tenant under this Lease; and (c) Tenant is occupying the Premises. 34.2. For the avoidance of doubt, Tenant’s rights under this Section 34 shall not apply to: (a) any proposed transfer of the Property by Landlord to an affiliate of Landlord; (b) any sale/leaseback transaction made in connection with a bona fide financing; (c) any sale or transfer of the direct or indirect interests of Landlord (other than in order to allow a transfer of the Premises in avoidance of Tenant’s rights under this Section 34); or (d) any portfolio transaction that includes at least one other real estate asset. 34.3. Subject to the provisions of Sections 34.1 and 34.2 above, if Landlord desires to sell the Premises (or a portion thereof) to a bona fide third-party, Landlord shall promptly notify Tenant, in writing (a "ROFO Notice"). Tenant shall then in material default under have the Leaseright to purchase the Premises subject to the terms and conditions of this Section. 34.4. Upon Tenant's receipt of the ROFO Notice, Tenant shall have thirty (30) days ("ROFO Response Period") in which to advise Landlord, in writing (the right"ROFO Response"), whether or not Tenant desires to exercise its Right of First Offer. The ROFO Response shall describe the economic and other relevant terms and conditions upon which Tenant is prepared to purchase the conditionsPremises from Landlord (the "ROFO Terms"). 34.5. If Tenant fails to timely deliver a ROFO Response, and subject to the termsthen Tenant, except as otherwise set forth herein, shall automatically be deemed to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “have waived its Right of First Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to its opportunity to purchase the giving of any Tenant’s Response NoticePremises. Tenant’s failure to timely deliver a Tenant’s Response Notice to In that event, Landlord shall be deemed free to sell the Premises to one or more third parties (a decision not to exercise"ROFO Sale"). 34.6. If Tenant timely delivers a ROFO Response and Landlord is in agreement with the ROFO Terms as set forth in the ROFO Response, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Leasethen, within thirty (30) days following the date of Tenant's delivery of the Tenant’s ROFO Response Notice for to Landlord, Landlord and Tenant shall execute and enter into a purchase and sale agreement containing the lease ROFO Terms and such other terms as mutually agreed ("Purchase and Sale Agreement"), pursuant to which Tenant shall purchase the Premises on all of such Offer Space, which amendment, among other terms, covenants the terms and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, set forth in the state Purchase and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancySale Agreement. If Landlord is unable and Tenant enter into a Purchase and Sale Agreement and Tenant terminates the Purchase and Sale Agreement pursuant to give possession of any Offer Space the terms thereof or fails to Tenant because close the purchase of the holding over Premises through no fault of Landlord, then Tenant's Right of First Offer shall automatically terminate and be of no further force or retention effect. 34.7. If Tenant timely delivers a ROFO Response and Landlord is not in agreement with the ROFO Terms as set forth in the ROFO Response, then Landlord has the right to pursue the sale of possession thereof by any tenantthe Premises to a third party purchaser; provided, subtenant or other occupant or for any other reasonhowever, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions agrees that the sale of this paragraph the Premises to a third party purchaser shall survive the entry into by Landlord be on such terms and Tenant of an amendment conditions that are economically superior to the Lease which pertains to ROFO Terms as set forth in the subject portion of the Offer SpaceROFO Response.