Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.

Right of First Refusal. During Provided that at the Termtime Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy promptly after Landlord becomes aware of the whole Premisesexpected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and subject to any existing rights Tenant shall negotiate in good faith for a period of other tenants in fifteen (15) days (the Building, should "ROFR Negotiation Period") after the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept date of such ROFR Notice with respect to any premises located the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the 16th and 17th floors lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the Building (ROFR Negotiation Period, lease all or any portion of the “Available Space”), ROFR Space which was the Landlord shall notify subject of the Tenant in writing of its intention Availability Notice to lease the Available Space and shall include a copy of said any third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same on terms and conditions of the said no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer (the “ROFR”). The tenant ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have the five (5) business days after receiving the within which to accept such offer. Any person dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord’s written notice 's Affiliate as to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with whether the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall this Section have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedbeen satisfied.

Right of First Refusal. During Subject and subordinate only to the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy continuing right of the whole Premises, and subject first offer granted to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept [***] Company with respect to any premises located available space on the 16th and 17th floors tenth (10th) floor (as it exists as of the Building date of this Lease) and to [***] expansion rights covering the ROFO Encumbered Premises (as it exists as of the date of this Lease), if at any time during the Right of First Refusal Period Landlord receives a bona fide proposal for any space comprising the Expansion Premises (whether or not such space has been the subject of an Offer Notice), Landlord shall provide Tenant written notice thereof along with the material terms of such offer (the “Available SpaceRFR Notice”), . Landlord may keep confidential the identity of the proposed tenant and Tenant shall have no right to inquire as to such identity. Tenant shall have four (4) business days after receipt of RFR Notice from Landlord shall notify to advise Landlord of Tenant’s election (the Tenant in writing of its intention “RFR Acceptance”) to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under Expansion Premises on the same terms and conditions as Landlord has specified in its RFR Offer Notice, provided that the term of this Lease for the Expansion Premises shall be co-terminous with the term of this Lease for the original Premises. If the RFR Acceptance is so given, then within promptly thereafter, Landlord and Tenant shall sign an amendment to this Lease, adding the Expansion Premises to the Premises and incorporating all of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as originally contained in Landlord’s Offer Notice. If Tenant does not tender the RFR Acceptance of the RFR Offer Notice, within the time periods set out in the third party offer)forth herein, the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to then Landlord may lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Expansion Premises selectedas is then available to any third party it chooses without liability to Tenant on all of the same material terms and conditions as those specified in Landlord’s RFR Offer Notice, subject to Tenant’s rights under this Section 24. With the express understanding that Xxxxxx’s expansion rights hereunder are a material inducement for Tenant to enter into this Lease, Landlord represents and warrants that, subject to [***] rights with respect to the ROFO Encumbered Premises as set forth above, neither [***] nor any other party has a right superior to Tenant, or to which Tenant’s rights are subject and subordinate, covering any other space on the 11th floor, which representation and warranty shall survive the expiration or earlier termination of this Lease. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Right of First Refusal. During (a) If the TermCompany, provided at any time or from time to time following the Tenant is Kinduct Technologies Inc. and Closing, proposes to issue (a “New Issuance”) any New Securities, for cash in an offering that is not in defaultan underwritten public offering or an offering pursuant to Rule 144A (or a successor rule) under the Securities Act (any such offering, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available SpacePrivate Placement”), the Landlord Company shall notify provide Hill Path with written notice (an “Issuance Notice”) of such New Issuance at least fifteen (15) days prior to the Tenant in writing issuance of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditionssuch New Securities. The Tenant Issuance Notice shall thereafter, subject to set forth the following paragraph, have the opportunity to lease the Available Space under the same material terms and conditions of the said third party offer New Issuance, including (i) the proposed number of New Securities if known or, if not known, an estimate thereof, (ii) a description of the New Securities and proposed manner of sale, (iii) the purchase price per New Security (or conversion price or premium in the event of an offering of convertible debt) (the “ROFRPer Security Offering Price”) if known or, if not known, an estimate thereof, and (iv) the proposed issuance date if known or, if not known, an estimate thereof. Hill Path shall be entitled to purchase (either directly or through any other Hill Path Affiliate). The tenant shall have , at the (5) business days after receiving Per Security Offering Price and on the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such other terms and conditions (exactly as set out specified in the third party offer)Issuance Notice, up to the number of such New Securities that would result in the aggregate Total Share Ownership of the Hill Path Affiliates, as a percentage of the total number of outstanding shares of Common Stock immediately following such New Issuance being equal to the aggregate Total Share Ownership of the Hill Path Affiliates, as a percentage of the total number of outstanding shares of Common Stock immediately prior to such New Issuance; provided, that for this purpose such percentage shall not exceed the Maximum Ownership Percentage. Notwithstanding the foregoing, the Tenant shat forthwith enter into an agreement amending the lease number of New Securities that Hill Path (directly or through any other Hill Path Affiliate) shall be entitled to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights purchase pursuant to this ROFR Section 5 with respect to lease such Available Space. The ROFR granted any New Issuance shall be limited to the tenant maximum amount that may be issued by the Company to Hill Path (directly or through any other Hill Path Affiliate) without requiring approval of such issuance by the stockholders of the Company under the rules of the Exchange, as determined in good faith by the Company (which such determination shall be deemed to be a personal right of binding on the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedparties).

Right of First Refusal. During The Security Agent agrees that if the TermSecurity Agent shall have acquired the right to sell any Pledged PTII Shares or Pledged Borrower Shares pursuant to any exercise of its remedies and if at any time thereafter it shall receive a Bona Fide Offer (as hereinafter defined) from a third party to purchase all or any portion of such Pledged PTII Shares or Pledged Borrower Shares, provided the Tenant is Kinduct Technologies Inc. Security Agent shall first notify FCX of such Bona Fide Offer by providing FCX all relevant data and is information concerning the proposed transaction, including, but not in defaultlimited to, and has not been in substantial or repetitive default under this lease, is itself in occupancy a copy of the whole Premisespurchase contract (if any) with the proposed buyer and shall give to FCX the right to purchase such shares, upon the terms and subject conditions stipulated in such Bona Fide Offer (the "Offer"), such right to purchase to be communicated by the Security Agent by notice given hereunder; provided, however, that the obligation of the Security Agent to offer the Pledged PTII Shares or the Pledged Borrower Shares to FCX hereunder shall terminate if (a) a Bankruptcy Event occurs or (b) FCX shall be in default of any existing rights payment obligation under Section 2, 3 or 4. For the purposes of other tenants the foregoing, a "Bona Fide Offer" shall be an offer reflected in an executed purchase contract with a ready, willing and able buyer (or a contract in a fully-negotiated form which the Security Agent and such a buyer are willing to execute) providing for the purchase of the shares referred to in the Building, should Offer subject only to the Landlord receive a bona fide third party offer obtaining of any necessary governmental approvals and the waiver or non-exercise of FCX's rights in this Section 6. Any such right to lease, which purchase may be exercised in whole only and not merely in part. In the Landlord is prepared event that such right to accept purchase shall not be exercised in full by notice given hereunder and received by the Security Agent within fifteen days after the date of the notice to FCX with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”)such right to purchase, the Landlord Security Agent shall notify the Tenant be entitled to sell, as a whole and not in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but part only, the main business number of Pledged PTII Shares or Pledged Borrower Shares described in the Offer to the third party making the Offer on terms and conditions. The Tenant shall thereafter, subject conditions no more favorable to such third party than the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said Offer. If the Security Agent shall fail to consummate a sale to such third party offer (of the “ROFR”). The tenant shall have entire number of Pledged PTII Shares or Pledged Borrower Shares set forth in the (5) business Offer within sixty days after receiving the Landlord’s written notice Security Agent shall become entitled under this Section 6 to advise the Landlord in writing that it wishes sell such Pledged PTII Shares or Pledged Borrower Shares to lease the Available Space. For greater certaintysuch third party, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order no sale or transfer to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the a third party offer), of such Pledged PTII Shares or Pledged Borrower Shares may thereafter be made by the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance Security Agent without again com- plying with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedSection 6.

Right of First Refusal. During (a) Subject to any repurchase or similar rights or obligations the TermCorporation may have in any agreement with a Stockholder, provided the Tenant is Kinduct Technologies Inc. and is not if any Stockholder desires to Transfer all or any portion of its Shares in defaultaccordance with this Agreement (other than (i) a Transfer pursuant to Section 6, and has not been in substantial (ii) shares of Series B Preferred Stock or repetitive default under this lease, is itself in occupancy Common Stock issued upon conversion of the whole Premises, and subject to any existing rights Series B Preferred Stock or (iii) shares of other tenants in Series C Preferred Stock or Common Stock issued upon conversion of the Building, should the Landlord receive a bona fide third party offer to leaseSeries C Preferred Stock, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors shall not be considered Shares for purposes of the Building this Section 7), then such Stockholder (the “Available SpaceSection 7 Selling Stockholder”), the Landlord ) shall notify the Tenant first offer in writing of its intention a written notice to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject Transfer such Shares to the following paragraphCorporation, have specifying the opportunity to lease the Available Space under the same terms and conditions of such Transfer as offered by the said third party in a “bona fide” offer (the “ROFRSection 7 Offer Notice”). The tenant Corporation shall have thirty (30) days from the (5) business days after receiving the Landlord’s date written notice was received to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole Transfer all or a portion of the Shares subject to the Section 7 Offer Notice, and if the Corporation does not accept the offer provided in the Section 7 Offer Notice within such period it shall be deemed to have rejected the offer. If the Corporation does not accept such offer, or only accepts the offer with respect to a portion of the offered Shares, then at the expiration of the thirty (30) day notice period (or during the thirty (30) day notice period to the extent the right of first refusal has earlier been expressly rejected in writing by the Corporation during such period), the Section 7 Selling Stockholder shall offer to Transfer such Shares, or the portion of such Shares which the Corporation did not accept, as applicable, to the holders of Preferred Stock who are not Section 7 Selling Stockholders (the “Non-Transferring Holders”) and shall deliver to such Non-Transferring Holders a subsequent Section 7 Offer Notice (the “Subsequent Offer Notice”). The Non-Transferring Holders shall have thirty (30) days from the date the Subsequent Offer Notice is received to accept the offer to Transfer all or a portion of the Shares subject to the Subsequent Offer Notice, and any Non-Transferring Holder who does not accept the offer provided in the Subsequent Offer Notice within such period shall be deemed to have rejected the offer. In the event that more than one Non-Transferring Holder wishes to accept such offer with respect to all or a portion of the Shares in such offer, and if there are enough Shares available for each such Non-Transferring Holder to be allocated its desired number of Shares, then each such Non-Transferring Holder shall receive the number of Shares it requested. In the event that more than one Non-Transferring Holder wishes to accept such offer with respect to all or a portion of the Shares in such offer, and there are not enough Shares available for each such Non-Transferring Holder to be allocated its desired number of Shares, then each such Non-Transferring Holder shall have the right to purchase the offered Shares pro rata based on the Overall Percentage Interest of each such Non-Transferring Holder to the combined Overall Percentage Interest of all Non-Transferring Holders purchasing the Shares pursuant to this Section 7(a) or as the Non-Transferring Holders may otherwise agree in writing. If any Shares remain unallocated thereafter and there remains at least one (1) Non-Transferring Holder that still wishes to be allocated Shares, any such Non-Transferring Holder(s) shall be allocated such Shares by repeating the procedures described in the preceding two sentences. The closing of any Transfer pursuant to this Section 7(a) shall occur in accordance with the terms and provisions of the offer (provided that the Corporation and the Non-Transferring Holder, as the case may be, shall be entitled to pay cash in lieu of any non-cash consideration in an amount equal to the non-cash consideration) and this Agreement. With respect to the Shares which are to be Transferred pursuant to this Section 7(a), each Section 7 Selling Stockholder shall cause such Shares to be Transferred free and clear of all liens, claims, encumbrances and other restrictions (other than as set forth in this Agreement). If neither the Corporation nor the Non-Transferring Holders accept such offer pursuant to this Section 7(a), or if they accept such offer only with respect to a portion of the offered Shares, then at the expiration of the thirty (30) day notice period applicable to the Non-Transferring Holders (or during such thirty (30) day notice period to the extent the right of first refusal has earlier been expressly rejected in writing by all Non-Transferring Holders during such period), subject only to Sections 5, 6 and 7, the Section 7 Selling Stockholder may Transfer the offered Shares, or the portion of the offered Shares remaining, as applicable, to the proposed Premises selectedTransferee, provided that such Transfer occurs within sixty (60) days after the expiration of such thirty (30) day period and is made on terms and conditions no more favorable to the Transferee than the terms and conditions specified in the Section 7 Offer Notice.

Right of First Refusal. During A. Commencing upon the Effective Date and ending on the date that is the last day of the twelfth (12th) month of the Term, Tenant shall have an ongoing right of first refusal (the “Right of First Refusal”) with respect to any space located in Building E (the “Refusal Space”); provided, however, that in no event shall the Refusal Space be comprised of less than one full floor of Building E; (from and after the first day of the thirteenth (13th) month of the Term, provided that Tenant has neither exercised its Right of First Refusal nor leased any space in the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy building commonly known as Building E of the whole PremisesProject and shown on the site plan attached hereto as Exhibit A-1 (“Building E”), Tenant’s Right of First Refusal shall be null and subject to any void and Tenant shall instead have the Right of First Offer described in Article 38 below). Tenant’s Right of First Refusal shall be exercised as follows: when Landlord has a prospective tenant, other than the existing rights of other tenants tenant in the BuildingRefusal Space (the “Prospect”), should who has proposed to lease the Refusal Space upon terms and conditions that Landlord receive a bona fide third party offer is willing to leaseaccept, Landlord shall advise Tenant (the “Advice”) of the terms under which the Landlord is prepared to accept lease the Refusal Space to such Prospect and Tenant may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within five (5) Business Days after the date of the delivery of the Advice, except that Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if: (a) Tenant is in Default at the time that Landlord would otherwise deliver the Advice; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; (c) this Lease has been assigned (other than pursuant to a Permitted Transferee) prior to the date Landlord would otherwise deliver the Advice; or (d) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. If Tenant fails to respond within such five (5) Business Day period or declines to lease the Refusal Space, Landlord may lease the Refusal Space to the Prospect and shall not be required to provide another Advice to Tenant if the terms upon which Landlord is willing to lease the Refusal Space to such Prospect change; provided, however, that if Landlord modifies the terms so that they are substantially more favorable (described below) to any Prospect than those set forth in the first Advice, then Tenant shall once again have a Right of First Refusal with respect to any premises located on the 16th such Refusal Space and 17th floors Landlord, before leasing such Refusal Space to such Prospect, shall provide Tenant with written notice advising Tenant of the Building terms under which Landlord is prepared to lease such Refusal Space to such Prospect, whereupon Tenant may lease the Refusal Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord within five (5) Business Days after the date of the second Advice. For purposes hereof, the terms offered to another party (the “Available SpaceProposed Terms”), the Landlord ) shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be substantially more favorable than those set forth in the first Advice if the net effective annual rent for the Refusal Space as provided under the Proposed Terms is less than 95% of the net effective annual rent for the Refusal Space as provided under the first Advice, as determined in good faith by Landlord using a personal commercially reasonable discount rate selected in good faith by Landlord and taking into account all proposed material economic terms relating to the Refusal Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any allowances or other financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of the Tenant and shall not be assignable first offer or transferable by the Tenant nor shall it pass to refusal, or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedsimilar right).

Right of First Refusal. During Provided that (i) the TermConditions Precedent described in Section 2.5 (excluding, provided however, the Tenant is Kinduct Technologies Inc. and is not condition set forth in defaultsubsection (v) thereof) hereof have been satisfied in their entirety, and has (ii) Landlord does not been in substantial wish to use the Expansion Space (as defined below) for Landlord’s own purposes, Tenant shall have a right of first refusal for all or repetitive default under this lease, is itself in occupancy any portion of the whole Premises, and subject to any existing rights approximately 26,156 rentable square foot portion of other tenants the first floor of the Building shown on Schedule 5 hereof (the “Expansion Space”) on the terms of this Section 22.32. If Landlord shall have reached agreement in the Building, should the Landlord receive an arm’s-length negotiation with a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors terms on which Landlord would lease all or any portion of the Building Expansion Space to such third party, then Landlord shall promptly provide Tenant with written notice (the “Available SpaceOffer Notice”), the Landlord shall notify the Tenant in writing of its intention ) offering to lease that portion of the Available Expansion Space and shall include a copy of said third party offer redacted so as at issue to contain all, but only, the main business terms and conditionsTenant on such terms. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions a period of the said third party offer (the “ROFR”). The tenant shall have the five (5) business days after receiving from the date of the Offer Notice in which to accept Landlord’s offer to lease that portion of the Expansion Space at issue from Landlord on all of the terms of the Offer Notice by providing Landlord with written notice thereof (the “Acceptance Notice”) within such five (5)- business day period. If Tenant timely delivers an Acceptance Notice, then Landlord shall promptly prepare an amendment to advise this Lease memorializing the terms of Landlord’s leasing of that portion of the Expansion Space at issue to Tenant and, upon full execution thereof, Landlord in writing shall lease the portion of the Expansion Space at issue to Tenant, and Tenant shall lease the same from Landlord, on all of the terms of this Lease (provided that it wishes the Security Deposit shall be increased by Five Hundred Thousand Dollars ($500,000) (or a pro rata portion of Five Hundred Thousand Dollars ($500,000) based on the ratio of the amount of the Expansion Space leased by Tenant pursuant to this Section 22.32 to the aggregate size of the Expansion Space), as amended by the terms of such amendment. If Tenant shall fail to execute such amendment within ten (10) business days of receipt thereof, or if Tenant shall fail to timely deliver an Acceptance Notice to Landlord as provided for herein, then Tenant’s rights to the particular Expansion Space at issue shall be deemed waived, and Landlord shall be free to lease that portion of the Available SpaceExpansion Space at issue to third parties or use such Expansion Space for Landlord’s own purposes. For greater certainty, it is agreed that Tenant’s Right of First Refusal shall be continuous during the Tenant Term of this Lease and any extension thereof. Tenant’s rejection of any particular offer of Expansion Space shall inform the not relieve Landlord of its total lack obligation to again offer all or any portion of interest in the Available Expansion Space in order to prevent Tenant at any unnecessary disclosure time that that portion of confidential information. Should the Tenant elect Expansion Space at issue, or any new Expansion Space, subsequently becomes subject to another agreement to lease such Available Space on such terms and conditions (exactly as set out in the space to a third party offer)party, the parties hereto acknowledging and agreeing that Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant hereunder if Landlord instead decides to this ROFR to lease use such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedspace for Landlord’s own use.

Right of First Refusal. During Subject to the Termright(s) of any tenant(s) of the Building existing on the date of this Lease to lease the "Additional Premises" (as defined below) or any portion of the Additional Premises, and provided Tenant has continuously occupied the Tenant is Kinduct Technologies Inc. Premises and is not in defaultdefault under any terms and conditions of this Lease as of the date Tenant notifies Landlord of its desire to exercise its "Right of First Refusal" (as defined below), and so long as no event has occurred but for the passage of time or the giving of notice, or both, that would constitute a default under this Lease which has not been in substantial cured or repetitive default under this leasewaived, during the first five (5) lease years Tenant shall have a right of first refusal (the "Right of First Refusal") to rent any contiguous space which comprises more than 7,500 rentable square feet and which is itself in occupancy of situated no lower than the whole Premises, twelfth (12/th/) floor and subject to any existing rights of other tenants in no higher than the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors twentieth (20/th/) floor of the Building (the “Available Space”"Additional Premises"), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraphterms and conditions set forth below. Prior to entering into any lease or other agreement with a third party with respect to the Additional Premises during the first five (5) years of the Term, Landlord will give Tenant written notice ("Landlord's Notice") of the terms upon which a third party is willing to rent the Additional Premises. Tenant must notify Landlord in writing within ten (10) business days after Tenant's receipt of Landlord's Notice whether Tenant desires to exercise its Right of First Refusal. Tenant's Right of First Refusal may only be exercised as to the entire Additional Premises and on the same terms as offered by Landlord to the third party. If Tenant does not notify Landlord of its election to exercise its Right of First Refusal for the Additional Premises within the ten (10) business day period described herein, then Tenant will be deemed to have waived and elected not to exercise its Right of First Refusal with respect to the opportunity to Additional Premises, and Landlord may enter into a lease or other agreement with any third party for the Available Space under Additional Premises on the same terms and conditions of the said set forth in Landlord's Notice. However, if Landlord does not enter into a lease or other agreement with a third party offer (for the “ROFR”). The tenant shall have Additional Premises on the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such same terms and conditions set forth in Landlord's Notice within six (exactly as set out in 6) months after the expiration of said ten (10) business day period, or if Landlord intends to enter into a lease with a third party offer)for the Additional Premises on terms materially different from the terms and conditions set forth in Landlord's Notice, the then Landlord must first give Tenant shat forthwith enter into an agreement amending the lease a new Landlord's Notice and another opportunity to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond exercise its Right of First Refusal in accordance with this Section 21.21. If Tenant elects to exercise its Right of First Refusal and so notifies Landlord within such ten (10) business day period, then Tenant will accept the Additional Premises in "AS-IS" condition and subject to the same terms and conditions as offered to the third party, including the payment of Rent, except that (i) the term "Premises" for all purposes of this Lease will thereafter include the Additional Premises, (ii) the numerator of Tenant's Proportionate Share will increase by the amount of rentable square feet contained within the Additional Premises, (iii) Tenant's Lease of the Additional Premises will be coterminous within the Term of this Lease, including any extensions of the Term; and (iv) on or before taking possession of the Additional Premises Tenant will cause the Security Deposit (be it cash or the Letter of Credit) to be increased by an amount equal to sixty percent (60%) of the cost of any tenant improvements in the Additional Premises to be performed or paid for by Landlord; provided, however, if Tenant's stock is publicly traded as of the date Tenant takes possession of the Additional Premises, and so long as Tenant has satisfied the requirements of Section A of Article VI of the Lease Information Summary with respect to cash or cash equivalents, then instead of increasing the Security Deposit as described above, Tenant shall, on or before the date Tenant takes possession of the Additional Premises, deposit with Landlord a new Letter of Credit in conformity with the terms and provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer Section 4.2 above and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted in an amount equal to the tenant product of Eleven and 40/100 Dollars ($11.40) multiplied by the square footage of the Additional Premises being leased by Tenant on the date Tenant takes possession of the Additional Premises, which Letter of Credit shall be deemed to be a personal right reduced in the same manner described in Section A of Article VI of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedLease Information Summary.

Right of First Refusal. During (a) Provided that (i) no Default has occurred and is then continuing, (ii) the Term, provided the creditworthiness of Tenant is Kinduct Technologies Inc. and is not then reasonably acceptable to Landlord, but at a minimum equal to or better than the third party offeror listed in defaultthe Bona Fide Offer (as defined below), and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of and has not been continuously operating in substantial or repetitive default under this lease, is itself in occupancy of the whole Premisesentire Leased Premises throughout the Lease Term, and subject to any existing rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an on-going right of first refusal (“Refusal Option”) to lease any additional space located on the second (2nd) floor of the Building (“Refusal Space”). Notwithstanding the foregoing, in the event that Tenant exercises its option to reduce space set forth in Section 17.03 below, the “Refusal Space” shall be deemed to be only the approximately 10,000 rentable square feet of space that Tenant does not occupy by exercising such option and shall not include any space on the second (2nd) floor of the Building. Prior to entering into any lease that includes all or any portion of the Refusal Space, should the Landlord receive shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offer to lease, which offeror (“Bona Fide Offer”) and setting forth the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have seven (the “Available Space”), the 7) business days after Tenant receives Landlord’s Notice in which to notify Landlord shall notify the Tenant in writing of its intention election to lease the Available Refusal Space and shall include a copy of said third party offer redacted so as to contain all, but only, upon the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice to advise within the Landlord in writing that it wishes to lease the Available Space. For greater certaintytime period required, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in (c) below, this Refusal Option shall be a personal right void and of no further force or effect, and Landlord shall be free to lease the Tenant and shall not be assignable Refusal Space to the bona fide offeror or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedother third party.

Right of First Refusal. During From and after the date hereof and during the Term, provided Landlord shall not sell, transfer or otherwise dispose of or convey all or part of Landlord’s fee interest in the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject Premises to any existing rights of other tenants in the Building, should the third party until and unless Landlord receive shall have obtained a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building therefor (the “Available SpaceLandlord’s Offer”), the Landlord delivered written notice thereof to Tenant, which notice shall notify the Tenant in writing of its intention to lease the Available Space contain a true and shall include a accurate copy of said third party offer redacted so Landlord’s Offer, and offered to sell, transfer or otherwise dispose of such fee interest to Tenant at the same price and, except as to contain allhereafter provided, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under upon the same terms and conditions as contained in Landlord’s Offer, and Xxxxxx has not elected to exercise its right of the said third party offer first refusal in accordance herewith. If Tenant shall either deliver written notice of rejection of Landlord’s Offer to Landlord or fail to deliver written notice of acceptance of Landlord’s Offer within thirty (the “ROFR”). The tenant shall have the (530) business days after receiving the date of receipt of Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certaintynotice, it is agreed that the Tenant shall inform the Landlord of its total lack of Xxxxxxxx’s fee interest in the Available Space Premises may, during the one hundred eighty (180) days thereafter, be sold, transferred or otherwise disposed of to the original offeror at the same price and upon the same terms and conditions as contained in order Landlord’s Offer. In the event Tenant rejects Xxxxxxxx’s Offer or fails to prevent any unnecessary disclosure accept Xxxxxxxx’s Offer in accordance herewith, this Lease and all of confidential information. Should the Tenant elect to lease such Available Space on such its terms and conditions (exactly as set out including this right of first refusal) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the third party offer)Premises shall be bound thereby. Failure of Tenant to exercise its right of first refusal on one or more occasions shall not affect Tenant’s right to exercise it on any subsequent occasion. Any sale or transfer of the Premises, the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond any part thereof, other than in accordance strict compliance with the provisions terms of this Section shall be null and void and of no effect as to Tenant, and Tenant shall be entitled to purchase the foregoing paragraphsPremises from the purchaser upon the same terms and conditions and at the same price specified in Landlord’s Offer, provided Tenant notifies Landlord of its election thirty (30) days after receipt of notice that complies with the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Spacerequirements hereof. The ROFR granted making of Lease Payments to the tenant such purchaser or otherwise treating such purchaser as Landlord shall not be deemed to be a personal waiver of Tenant’s right of the first refusal or any other right or privilege of Tenant and shall not create an estoppel with respect thereto. Any sale or transfer of Landlord’s interest in the Premises, or any part thereof shall be assignable or transferable by expressly made subject to all of the Tenant nor shall it pass to or devolve upon any assignee or transferee terms, covenants and conditions of this lease Lease. In the event Landlord’s Offer provides for the sale and purchase of Landlord’s interest in the Premises and other property, Tenant shall only be required to purchase all the Premises in the event it desires to exercise its right of first refusal hereunder. In the event Tenant exercises its right of first refusal then, notwithstanding the terms of Landlord’s Offer (i) Landlord shall convey title to the Premises by warranty deed approved by Tenant and the title company; (ii) title to the Premises shall be free and clear of any liens and encumbrances except the lien for current taxes which are not delinquent at the time of closing and such other exceptions to title as may have been created by Tenant during the Term or as existed on the date hereof and/or were approved by Tenant thereafter; and (iii) title to the Premises shall otherwise comply with the terms of this Lease as they pertain to condition of title. Upon such election by Xxxxxx, Landlord and Xxxxxx agree to act in good faith to consummate a purchase agreement for the rights granted thereby or subtenant Premises incorporating the express terms of Landlord’s Offer and other customary terms and provisions for similar transactions of similar property located in the whole or a portion of same geographic area as the proposed Premises selectedPremises.

Right of First Refusal. During If Tenant does not unconditionally exercise its right of first offer/refusal within the Termten (10) business day period specified in Section 32(b) above, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the then Landlord shall notify the Tenant in writing of its intention be free to lease the Available Space and space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall include a copy first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity first offer/refusal to lease the Available First Offer Space under on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the same foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5this Section 32(c) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certaintyabove, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR right to lease such Available SpaceFirst Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. The ROFR granted Notwithstanding anything to the tenant shall be deemed contrary contained herein, Tenant must elect to be a personal exercise its right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass first offer/ refusal, if at all, with respect to or devolve upon any assignee or transferee of this lease or all of the rights granted thereby or subtenant of the whole or space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion of the proposed Premises selectedthereof.

Right of First Refusal. During Subject to the Term, provided the Tenant is Kinduct Technologies Inc. terms and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, conditions set forth below and subject to any the existing prior rights of other tenants and such tenants’ rights to extend with respect to such spaces, Tenant shall have an ongoing “Right of First Refusal” for the 4,346 rentable square foot space adjacent to the Premises as more particularly shown on Exhibit A (the “ROFR Space”). Any lease to Tenant of the ROFR Space shall be for a term which shall be coterminous with this Lease, provided that if the Third Party Offer (defined below) is for a period in excess of the Buildingthen-remaining Term (or initial Extension Term), should then Tenant’s right to exercise the Right of First Refusal for such ROFR Space shall be contingent upon Tenant effectively exercising its Extension Option set forth in Section B above upon the terms and conditions set forth in Section B at the same time as it exercises such Right of First Refusal, and the term of the ROFR Space shall be coterminous with the expiration of the applicable Extension Term (as defined in Section B above). If Landlord receive receives a bona fide third party written offer (“Third Party Offer”) to lease ROFR Space, and if Landlord desires to accept the Third Party Offer, it shall first make a written offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building Tenant (the “Available SpaceROFR Notice”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under ) upon the same terms as the Third Party Offer (except that the term of such ROFR Space shall be as set forth in this Section D) and any improvements contributed by Landlord shall be pro-rated to account for any variance in the length of term. The ROFR Notice to Tenant shall specify the rent for such ROFR Space, the date of availability of such ROFR Space and all other material terms and conditions of which will apply to such ROFR Space. In the said third party offer (event the “ROFR”)Third Party Offer includes space or property in addition to the ROFR Space, the ROFR Notice shall reasonably eliminate such additional space and adjust or prorate financial terms to cover only the ROFR Space and the ROFR Notice shall disclose such modifications. The tenant shall have the Tenant will notify Landlord within five (5) business days after receiving Business Days of Tenant’s receipt of the Landlord’s written notice ROFR Notice if Tenant wishes to advise lease such ROFR Space from Landlord on the terms and conditions so specified. If Tenant notifies Landlord in writing that it wishes to lease the Available ROFR Space. For greater certainty, it is agreed that the Landlord and Tenant shall inform execute an amendment to the Landlord of its total lack of interest Lease incorporating the ROFR Space into the Premises upon the terms contained in the Available Space in order ROFR Notice within fifteen (15) days following the later of the date of giving of Tenant’s Notice or the date a draft of the amendment is first delivered by Landlord to prevent any unnecessary disclosure of confidential informationTenant. Should the If Tenant elect fails to notify Landlord within said five (5) Business Day period that Tenant intends to lease such Available ROFR Space, or fails to simultaneously exercise an Extension Option if required as aforesaid, or fails to execute the aforesaid amendment within fifteen (15) days following the later of the date of giving of Tenant’s Notice or the date a draft of the amendment is first delivered by Landlord to Tenant (or, if later, within five (5) business days following Tenant’s receipt from Landlord of an execution version of such amendment incorporating the terms contained in the ROFR Notice) (the “ROFR Waiver Date”), Tenant shall be deemed to have waived its rights with respect to the ROFR Space for a period of one (1) year from the ROFR Waiver Date and Landlord shall be entitled to lease all or any portion of such ROFR Space to any third party or parties on such terms and conditions (exactly 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 set out Landlord determines all in its sole discretion. Following the third party offer)expiration of the one-year period following any ROFR Waiver Date, the Tenant shat forthwith enter into an agreement amending the lease ROFR Space shall again be subject to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond Tenant’s Right of First Refusal in accordance with and subject to the provisions of this Section D. Notwithstanding any contrary provision of this Section or any other provision of this Lease, any Right of First Refusal and any exercise by Tenant of any Right of First Refusal shall be void and of no effect unless on the foregoing paragraphsdate Tenant notifies Landlord that it is exercising the Right of First Refusal and on the commencement date of the amendment for the ROFR Space (i) this Lease is in full force and effect and (ii) no default of Tenant has occurred under the Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) Tenant shall not have assigned this Lease (other than to an Affiliate), and there shall not be any sublease or subleases in effect as of the commencement of the term of the Lease for any of the ROFR Space as of the date of Landlord’s notice of the ROFR Space availability and (iv) if such ROFR Notice is delivered prior to any exercise by Tenant of the Early Termination Option set forth in Section E below, Tenant shall waive such Early Termination Option in writing. Additionally, the Right of First Refusal shall not apply to any Third Party Offer which is for a term which exceeds the Term of this Lease and any remaining exercisable Extension Options, and Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant obligation to this ROFR to lease provide Tenant with notice of any such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedThird Party Offer.

Right of First Refusal. During The “Right of First Refusal” shall mean the Term, provided the Tenant is Kinduct Technologies Inc. and is not right of first refusal set forth in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy Section 24.4 of the whole PremisesOriginal Lease, and subject as amended by Section 9.2 of the First Amendment. Notwithstanding any contrary provision of the Lease, the Right of First Refusal shall apply solely to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located demised space on the 16th and 17th floors ninth (9th) floor of the Building that is vacant and available to lease to third parties (or Landlord has knowledge that such space will be available in the “Available Space”reasonably near future). Landlord and Tenant agree that, until November 30, 2014, the right of first refusal shall be subject and subordinate only to a right of expansion and a right of first refusal for the remaining portion of the 9th floor (both of which rights expire on November 30, 2014) granted to Aris. Notwithstanding the foregoing, in the event Landlord shall notify enters into an extension of the Tenant in writing term of its intention to the Aris lease the Available Space commencing on December 1, 2014 (which may be for any time period and shall may or may not include a copy lease of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole all or a portion of the proposed remaining unoccupied 9th floor of the Building, in Landlord’s sole and absolute discretion (the “Aris Extension”); provided, however, if Aris or any other tenant leases less than the entire 9th floor, then if Tenant leases any space on the 9th floor pursuant to its right of first offer or right of first refusal under the Lease, Landlord shall, at its sole cost and expense, and not as part of Operating Expenses, construct a Building standard multi-tenant corridor on the 9th floor in accordance with Landlord’s plans and specifications in accordance with a construction schedule consistent with the delivery of the applicable ninth (9th) floor space to Tenant. Landlord agrees not to xxxxx Xxxx any extension of its expansion right or its right of first refusal and, notwithstanding anything to the contrary in the Lease, on and after November 30, 2014, Tenant’s right of first refusal shall not be subject or subordinate to the rights of Aris or any other tenant. Notwithstanding anything to the contrary in the Lease, the Right of First Refusal Period shall mean the time period commencing on the date this Third Amendment is mutually executed and ending upon the expiration of the New Expansion Premises selectedTerm (as may be extended), and the Right of First Refusal shall be a continuing right and shall not expire or terminate during the New Expansion Premises Term (as may be extended). Landlord represents and warrants to Tenant that the rights of Aris (as set forth above) are the sole and exclusive rights that are superior to Tenant’s right of first refusal, and that the rights of Aris unconditionally expire and terminate on November 30, 2014. Additionally, without limiting the foregoing, at such time as Landlord delivers a notice to Tenant regarding the potential lease of any of the Expansion Premises under Section 24.4 of the Original Lease, Landlord shall be deemed to have represented and warranted to Tenant that the rights of Aris are no longer in effect with respect to the Expansion Premises in question and particular transaction in question. Notwithstanding anything to the contrary in the Lease, the Right of First Refusal may be exercised by Tenant or any Affiliate assignee or any other permitted assignee. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Right of First Refusal. During the Term, provided the So long as Tenant is Kinduct Technologies Inc. and is not in defaultdefault beyond the expiration of applicable notice and cure periods, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the event Landlord receive has received and intends to accept a bona fide third party offer (“Offer”) to lease, which the Landlord is prepared to accept with respect to enter into a lease for any premises located vacant space that becomes available on the 16th and 17th 4th and/or 5th floors of the Building (the “Available First Refusal Space”), the Landlord Tenant shall notify the Tenant in writing have a right of its intention first refusal to lease the Available First Refusal Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under on the same terms and conditions set forth in the Offer, except that the term thereof shall be co-terminus with that of the said third party offer (the “ROFR”)this Lease. The tenant Tenant shall have the ten (510) business days after receiving the from receipt of Landlord’s written notice of the Offer to advise the Landlord in writing that it wishes of Xxxxxx’s exercise of its right of first refusal. Such notice shall include the terms of the Offer but need not including the name of the third party. In the event Tenant fails to so exercise said right in the manner and time as heretofore provided, Xxxxxx’s right of first refusal shall thereafter be null and void and of no further force or effect , and Landlord shall have the right to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.First Refusal Space which is subject to the Offer to any third party. In the event of such exercise, Landlord shall prepare an amendment of this Lease reflecting the terms of such exercise within thirty (30) days after Xxxxxx’s written notice exercising said option. Said right shall be subject and junior to the following rights to lease the First Refusal Space: American Intercontinental University has an on-going right of first refusal on all space in Corridors I and II and Revenue Cycle Solutions has an on-going right of first refusal on the 5th floor in Corridors I.

Right of First Refusal. During (a) If at any time during the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under Term of this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Lease Landlord shall receive a bona fide offer from a third person for the purchase of Landlord’s right, title and interest in and to the Leased Premises, which offer Landlord shall desire to accept, Landlord shall promptly convey to Tenant the terms of such offer, Tenant shall have an irrevocable, ongoing right of first refusal and may, within fifteen (15) Business Days thereafter, TIME BEING OF THE ESSENCE, elect to purchase Landlord’s right, title and interest in and to the Leased Premises from Landlord on the same terms as those set forth in such offer; provided, however, that (i) if the terms of such offer relate to Landlord’s right, title and interest in and to the Leased Premises and other property of Landlord, Tenant’s right to purchase shall be limited to Landlord’s right, title and interest in and to the Leased Premises only and, accordingly, the purchase price shall be prorated equitably to reflect that it only relates to Landlord’s right, title and interest in and to the Leased Premises, (ii) Tenant shall close its purchase within sixty (60) days of the date of its notice to Landlord electing to purchase Landlord’s right, title and interest in and to the Leased Premises, (iii) the Purchase Procedure shall apply to the conveyance of Landlord’s right, title and interest in and to the Leased Premises to Tenant herein and (iv) Tenant shall have no right of first refusal pursuant to this Paragraph 32 during any period that any Material Event of Default has occurred and is continuing. If Tenant shall not accept such offer within the time herein specified therefor, said right of first refusal shall cease to exist with respect to the offer in question and any other subsequent third party offer which offer price is at least ninety-eight percent (98%) of the offer previously submitted to leaseTenant and which new offer is submitted within twelve (12) months and closed within eighteen (18) months after Tenant’s rejection of the previously submitted offer, which but this Lease shall continue otherwise on all the Landlord is prepared to accept other terms, covenants and conditions in this Lease set forth. The right of first refusal as set forth in this Paragraph 32 shall be reinstated with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party subsequent offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest not described in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedsentence.

Right of First Refusal. During If during the Term, provided the Tenant is Kinduct Technologies Inc. and is not in defaultincluding any Extension Term, and has not been in substantial or repetitive default under of this leaseLease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive shall have received a bona fide arm's length offer to purchase the Premises which is acceptable to Landlord (the "Offer") from any third party offer (the "Transferee"), Landlord shall send a notice (herein referred to lease, which as the Landlord is prepared "Transfer Notice") to accept with respect to any premises located on Tenant. The Transfer Notice shall set forth the 16th and 17th floors exact terms of the Building (the “Available Space”)Offer so received, the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include together with a copy of said third party offer redacted so as the Offer, and shall state the desire of Landlord to contain all, but only, sell the main business Premises on such terms and conditions. The Thereafter, Tenant shall thereafter, subject to the following paragraph, have the opportunity right and option to lease purchase the Available Space under Premises at the same price and upon the terms and conditions specified in the Offer, provided that Tenant is not in material default of this Lease beyond all applicable notice and cure periods hereunder. If Tenant desires to exercise its option, it shall give notice (the "Counter Notice") to that effect to Landlord within twenty (20) days after receipt of the Transfer Notice. Such Counter Notice shall be accompanied by a letter acknowledging Tenant's agreement to be bound by the terms and conditions of the said third party offer Offer. Such Counter Notice shall set forth a date not later than sixty (60) days from the “ROFR”)service of the Counter Notice on which the closing shall be held. The tenant shall have the Tenant's failure to give a timely Counter Notice (5) business days after receiving the Landlord’s written or notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order refusal to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant purchase) shall be deemed a waiver of its option to be a personal right of purchase the Tenant and Premises pursuant to the Offer, but shall not be deemed a waiver of its option to purchase the Premises pursuant to any modification to the Offer or any future offers. Tenant's rights under this Section 13 are assignable to any person or transferable by entity which is or would be a permitted assignee pursuant to Section 9 hereof. Tenant's failure to, or its election not to, exercise its right of first refusal hereunder shall not affect the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or continued enforceability of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.option to purchase provided in Section 12 hereof. [Signature Pages Follow]

Right of First Refusal. During In the event that at any time during the Lease Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive Lessor receives a bona fide written offer from a third party offer unaffiliated with Lessor for the lease to leasesuch party of space on the second floor of the Building other than the Leased Premises (the "OFFER Space"), which the Landlord is prepared offer Lessor intends to accept on the terms set forth in such offer (or which Lessor has accepted expressly subject to Lessee's rights under this Paragraph 3), Lessor shall give written notice (the "OFFER NOTICE") to Lessee, together with a copy of such written offer received by Lessor. Provided that (i) no Event of Default then exists and (ii) the named Lessee is then occupying the entire Leased Premises, Lessee shall have the right to lease the space identified in the Offer Notice for a term commencing on the date on which Lessor delivers possession thereof to Lessee, and ending on the last day of the Lease Term, and otherwise on the terms set forth in the Offer Notice, by giving written notice of exercise ("LESSEE'S EXERCISE NOTICE") to Lessor within ten (10) days after Lessor gives the Offer Notice to Lessee. If Lessee exercises its right under this Paragraph 3 to lease such space, then such space shall become subject to all of the terms of this Lease except that to the extent to which the terms set forth in the Offer Notice (including Base Rent and concessions) are inconsistent with any of the terms of this Lease, the terms set forth in the Offer Notice shall apply to such space; provided, however, that in all events the Lease Term with respect to the Offer Space shall be co-terminus with the Lease Term with respect to the remainder of the Leased Premises. In the event that Lessee, for any reason whatsoever, fails or refuses to give Lessee's Exercise Notice within such 10-day period, Lessee shall be deemed to have waived its rights under this Paragraph 3 with respect to the Offer Space for the remainder of the Lease Term; provided, however, that if Landlord has not, within seven (7) months after Landlord gave the Offer Notice to Lessee, entered into one or more leases covering such Offer Space on terms not substantially more favorable to the lessee thereunder than the terms set forth in the Offer Notice, Lessor shall be required to re-commence the process described in this Paragraph 3 prior to entering into any lease of the Offer Space (or such unleased portion thereof) to a third party. In the event that the Offer Space does not include the entire remainder of the second floor, Lessee's rights under this Section shall apply separately with respect to each portion of the second floor, but Lessee shall have only one opportunity to exercise the right herein granted with respect to any premises located specific portion of such space on the 16th and 17th floors second floor of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditionsBuilding. The Tenant shall thereafter, subject Any space which is subjected to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights this Lease pursuant to this ROFR Paragraph 3 shall be delivered broom clean but otherwise in its "as is" condition except as otherwise set forth herein. Effective upon the date on which Lessor delivers possession to lease such Available Space. The ROFR granted Lessee of any space which is subjected to the tenant terms of this Lease pursuant to this Paragraph 3, such space shall be deemed to be a personal right part of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass Leased Premises, subject to or devolve upon any assignee or transferee of this lease or all of the rights granted thereby or subtenant terms, provisions and conditions set forth in this Lease (except as otherwise provided above in this Paragraph 3), and Lessee's Proportionate Share shall be appropriately modified. Notwithstanding the foregoing, each party to this Lease shall, upon request of the whole or a portion other party, execute an amendment to this Lease setting forth the rentable area of the proposed Premises selectedOffer Space, the date on which it becomes subject to this Lease, the Base Rent to be paid therefor, and Lessee's Proportionate Share as adjusted to reflect the addition of the Offer Space.

Right of First Refusal. During Upon the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy Closing of the whole PremisesOffering, for a period of eighteen (18) months from such Closing, the Company grants each of Maxim and subject Jxxxxx Xxxxxx & Co., LLC (“JG”) the right of first refusal (the “Right of First Refusal”) to act as lead managing underwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, any Subsidiary, or any successor to the Company (each, a “Subject Transaction”), at each of Maxim’s and JG’s sole and exclusive discretion, on terms and conditions customary to each of Maxim and JG for such Subject Transactions. The Right of First Refusal shall not apply to the private placement fund-raising efforts of Immutak. For the avoidance of doubt, the Right of First Refusal shall apply to: (a) the public equity fund-raising efforts of Immutak; and (b) solely in the event that either Immutak’s securities become publicly traded or Immutak merges with and into the Company such that the Company’s majority operations are the operations currently conducted by Immutak, to any existing rights offerings undertaken by Immutak and/or the Company. In the event that both Maxim and JG exercise their respective Right of other tenants First Refusal as to the same public equity offering, the economic participation between Maxim and JG for this Right of First Refusal on such future public equity offering shall be 80% to Maxim and 20% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Buildingexpress written consent of Maxim and JG. The Company shall notify Maxim and JG of its intention to pursue a Subject Transaction, should including the Landlord receive a bona fide third party offer material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to lease, which the Landlord is prepared Maxim. If Maxim fails to accept exercise its Right of First Refusal with respect to any premises located on Subject Transaction within ten (10) Business Days after the 16th and 17th floors mailing of the Building (the “Available Space”)such written notice, the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant then Maxim shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted claim or right with respect to the tenant Subject Transaction. If JG fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then JG shall be deemed have no further claim or right with respect to be a personal right the Subject Transaction. Each of the Tenant Maxim and JG may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by Maxim or JG shall not be assignable or transferable by adversely affect its Right of First Refusal with respect to any other Subject Transaction during the Tenant nor shall it pass eighteen (18) month period agreed to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedabove.

Right of First Refusal. During the Lease Term, provided Tenant shall have a right of first refusal (each a “Right of First Refusal”) to lease rentable area located adjacent to the Tenant is Kinduct Technologies Inc. Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) days in which to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to any premises located on the 16th and 17th floors entire Additional Space subject of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Refusal shall, at Landlord’s election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the Additional Space or at any time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, the Tenant shat forthwith enter into parties shall execute an agreement amending amendment to the Lease adding the Additional Space, or a new lease for the Additional Space, or such other documentation as Landlord shall require, promptly after Landlord shall prepare the same, confirm the leasing of such Additional Space to include Tenant, but an otherwise valid exercise of the Available Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the term of an Additional Space so leased. Should lease extends (including by an option timely exercised) beyond the Tenant elect not Lease Term, then, (i) the Lease Term shall be extended to lease such Available Space or should the Tenant fail to respond in accordance coincide with the provisions term of the foregoing paragraphsAdditional Space Lease and (ii) Base Rent for the Premises from and after expiration of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on the commencement date for the Lease thereof if the then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to the Additional Space shall be abated until Landlord maylegally delivers the same to Tenant. Tenant’s exercise of that Right of First Refusal shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, at its sole discretion accept nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the said third party offer and Lease or Tenant’s right to possession of the tenant Premises shall terminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, or if Tenant shall have no further rights pursuant subleased or assigned its interest in Tenant or its right to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable possess all or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedPremises, then immediately upon such termination, sublease or assignment, the Right of First Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease of the Premises, or the assignee under a full or a partial assignment of the Lease, have any right to exercise a Right of First Refusal granted in this Lease.

Right of First Refusal. During Subject to the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other existing tenants in the BuildingBuilding as of the date of this Lease and shown on Exhibit K, should the in no event shall Landlord receive a bona fide third party accept any offer to lease, which lease space that becomes available during the Landlord is prepared to accept with respect to any premises Term hereof for the following areas of the Building: (i) 5,501 rentable square feet located on the 16th first (1st) floor of the Building; (ii) 5,237 rentable square feet located on the second (2nd) floor of the Building and 17th floors (iii) 7,848 rentable square located on the first (1st) floor of the Building (the “Available Exagrid Space”) which is or will be leased by Landlord to Exagrid Systems, Inc. (“Exagrid”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain allprovided however, but only, the main business terms and conditions. The Tenant shall thereafter, subject that such rights to the following paragraph, have Exagrid Space shall be expressly subject and subordinate to the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (Exagrid lease for the “ROFR”). The tenant shall have Exagrid Space until the (5) business days after receiving expiration of the Landlord’s written notice to advise term of the Exagrid lease and/or any extension of the Exagrid lease, unless Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the first affords Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect an opportunity to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond space in accordance with the provisions of this Section 12 of the Amendment and only after written notice to Tenant. Such notice shall contain a copy of the Bonafide offer (referred to hereinafter in this Section 12 as an “Offer”). An offer shall be considered “Bonafide” if it is submitted by a third party unrelated to Landlord, is signed by the offeree, and such offer contains the primary business terms (i.e. description of space and approximate rentable area, the commencement and expiration dates for the term, the rent amounts, and any landlord allowances or concessions) with respect to such space. An offer will be considered “Bonafide” notwithstanding the fact that it contemplates or is conditioned upon the future execution of a mutually acceptable form of lease agreement by Landlord and the offeree, and/or states that it is “non-binding”. Upon receipt of such notice from Landlord (“Landlord’s Notice”), and provided further that there does not then exist an Event of Default under this Lease, and provided further that the Tenant is then leasing and occupying all at least seventy-five (75%) percent of the Premises, then Tenant shall have a right to lease any such space on the terms set forth in the Offer, with the exception that (i) the rent to be paid by Tenant for such space the average rental rate set forth in the Offer reduced by the amount of reductions in allowance and other monetary concessions as provided in this sentence, (ii) any allowances or other monetary concessions shall be prorated and reduced in the event the term under the Offer is longer than the term for which Tenant leases such space, and (iii) the term for Tenant’s leasing of such space shall expire on the later of i) the date that this Lease terminates, and (ii) two (2) years after the commencement date of the term for such space as set forth in the Offer. In order to exercise such right of first refusal, Tenant must give written notice to Landlord to such effect within ten (10) business days after Tenant’s receipt of Landlord’s Notice. If such notice of election is not so timely given by Tenant, then Landlord shall be free for a period of one hundred eighty (180) days to lease the subject space, or portion thereof, to any third party on substantially the same terms and conditions contained in the Offer (including gross rent and other material economic terms which shall not be less than ninety five (95%) of the gross rent and other material economic terms contained in the Offer) at any time after the expiration of said ten (10) day period. In the event Landlord does not lease such space pursuant to the foregoing paragraphswithin such one hundred eighty day period, the or if Landlord may, at its sole discretion accept the said desires to lease such space to a third party at any time during such one hundred eighty day (180) period at terms more favorable to a tenant than the foregoing, then Tenant shall again first have a right of first refusal as to such space on such new terms, if any, pursuant to the above provisions, before Landlord leases or accepts an offer for such space. In the event that Tenant properly exercises its right of first refusal as to any space, then such space shall automatically be added to this Lease pursuant to the terms of this Section 12 of the Amendment, and Tenant hereby agrees that it shall execute a confirmatory amendment to this Lease to reflect the tenant foregoing within ten (10) days of receipt of a proposed amendment from the Landlord, but the failure of the Tenant to so execute such confirmatory amendment shall not affect the validity or effectiveness of Tenant’s exercise of its right of first refusal for any such space or its addition to the Lease pursuant to the terms herein. Landlord shall be obligated to deliver possession of the space which Tenant elects to lease pursuant to this Section 12 in “broom clean” condition (and improved as provided in the Offer), free of all occupants and Tenant shall have no further rights pursuant obligations with respect to this ROFR to lease such Available Spacespace until so delivered. The ROFR granted to the tenant shall be deemed to be a personal Tenant expressly agrees and acknowledges that it has no other right of first refusal except for the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee right of first refusal set forth in this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedSection 12.

Right of First Refusal. During In the event that during the Term, provided including any Option Term if properly exercised hereunder, Landlord receives a bona fide, arms-length, executed written offer (whether in the Tenant is Kinduct Technologies Inc. and is not in defaultform of a letter of understanding, and has not been in substantial letter of intent or repetitive default under this lease, is itself in occupancy memorandum) from an unrelated third party to lease all or any portion of available Rentable Area of the whole PremisesBuildings which is contiguous to the Premises (“Expansion Space”) with terms which are acceptable to Landlord (“Space Offer”), and subject to any existing rights Landlord shall provide Tenant written notice of other tenants in the Building, should the Landlord receive a bona fide third party offer to leaseSpace Offer (“Space Offer Notice”), which Space Offer Notice shall contain the Landlord is prepared to accept terms and conditions with respect to the Expansion Space, including the rental rate, term and any premises located on allowances. Tenant may lease the 16th and 17th floors Expansion Space set forth in the Space Offer Notice by performing both of the Building following: (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The i) Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer provide Landlord with written notice within ten (the “ROFR”). The tenant shall have the (510) business days after receiving its receipt of the Landlord’s written notice to advise the Landlord in writing Space Offer Notice that it wishes Tenant agrees to lease the Available Expansion Space pursuant to all the terms set forth in the Space Offer Notice (except for the Base Rent which shall be the lower of the Base Rent in the Space Offer Notice or the Base Rent payable pursuant to Paragraph 3.1 of this Lease) and the Expansion Space shall be delivered in its “as-is, where-is” condition, unless otherwise agreed to in the Space Offer Notice (“Acceptance Notice”); and (ii) Tenant shall execute a reasonable amendment to this Lease for the Expansion Space with Landlord within ten (10) days after Landlord’s delivery of such an amendment (“Expansion Space Amendment”). Notwithstanding the foregoing, if the lease term in the Space Offer Notice is longer than the Term remaining under this Lease, Tenant shall, as a condition precedent to exercising its Acceptance Notice, extend the term of this Lease with respect to the original Premises so as to provide for concurrent lease termination dates for both the original Premises and the Expansion Space. For greater certaintyIf Landlord does not timely receive Acceptance Notice or the Expansion Space Lease, it is agreed that within the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect applicable time periods set forth above, Tenant’s right to lease such Available the Expansion Space on such terms shall terminate and conditions (exactly as set out in Landlord shall be free to lease the Expansion Space to a third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available for which a Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer Offer Notice was given and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and first refusal granted herein shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedterminate.

Right of First Refusal. During If at any time during the TermTerm of this Lease, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord shall receive a bona fide offer (a “Third Party Offer”) from a third party (other than a purchaser making a bid or offer to lease, which purchase the Landlord is prepared Leased Property at any sale incidental to accept with respect to the exercise of any premises located remedy provided for in any mortgage on the 16th Leased Property) to purchase the Leased Property, containing terms and 17th floors of the Building (the “Available Space”)conditions satisfactory to Landlord, the then Landlord shall notify Tenant of such Third Party Offer, including the identity of the offeror. If at the time of Landlord’s receipt of the Third Party Offer no Event of Default has occurred hereunder and is continuing, and provided that Tenant shall not have vacated the Leased Property or subleased the entirety thereof, then for a period of (i) sixty (60) days, if during the Initial Term, or (ii) thirty (30) days, if during a Renewal Term, after Tenant’s receipt of Landlord’s notice, Tenant shall have the exclusive right to accept Landlord’s offer to purchase Landlord’s interest in writing the Leased Property upon the terms and conditions set forth in the Third Party Offer. Tenant shall exercise such right of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain first refusal, if at all, but onlyby delivering its written purchase offer to Landlord within said sixty (60) or thirty (30) day period, as the main business terms case may be, following receipt of Landlord’s notice. Such purchase shall occur on the date that is at least forty-five (45) days after Landlord’s receipt of such notice. On the date of such purchase Landlord shall convey and conditions. The Tenant shall thereafterassign to Tenant, subject to or its designee, Landlord’s interest in the following paragraphLeased Property or portion thereof against payment of the sale price therefor, have in accordance and upon compliance with the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (Third Party Offer and this Lease, and Tenant’s obligation to pay Rent, shall terminate with respect to the “ROFR”)Leased Property conveyed to Tenant. The tenant shall have the (5) business days after receiving the If Tenant fails to accept Landlord’s written notice offer within such sixty (60) or thirty (30) day period, as the case may be, then Landlord shall be free, subject to advise the restrictions set forth in Paragraph (g) of Article 21 hereof, to sell the Leased Property described in the Third Party Offer at a price not less than the purchase price contained in the Third Party Offer for a period of nine (9) months thereafter without offering such Leased Property to Tenant. If Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of does not convey its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on Leased Property within such terms and conditions nine (exactly as set out 9) month period or in the third party offer), event of any material change in the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions terms of the foregoing paragraphsThird Party Offer, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further Tenant’s rights pursuant to this ROFR to lease such Available Spaceparagraph shall be reinstated. The ROFR granted term “material change” as used in the preceding sentence shall include a change of identity of a third party or its assignee, to a bank which is a substantial competitor in Tenant’s market. Any third party that purchases the Leased Property pursuant to this Article 16 shall take the Leased Property subject to the tenant terms hereof, and such purchaser shall be deemed assume Landlord’s rights and obligations under the Lease thereafter accruing, and this Lease shall remain in full force and effect. Landlord shall cause any third party purchasing the Leased Property pursuant to be this Article 16 to execute and deliver to Tenant a personal right document confirming such third party’s assumption of the Tenant Landlord’s rights and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of obligations under this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedLease thereafter accruing.

Right of First Refusal. During Subject to Master Landlord’s consent required under the Master Lease, during the Sublease Term, provided there is (i) no Subtenant Default under this Sublease more than one (1) time during the Tenant is Kinduct Technologies Inc. and is not in defaultimmediately preceding 12 calendar months, and has not been in substantial or repetitive default (ii) no Subtenant Default under this leaseSublease at the time of exercising the right of first refusal below, is itself in occupancy Subtenant shall have an ongoing or continuing right of first refusal to sublease any remaining portion of the whole Premises, and subject Master Premises that Sublandlord decides to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building sublet (the “Available First Refusal Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraphprovisions: If, at any time during the Sublease Term, Sublandlord receives a bona fide offer or proposal from a third party (which offer or proposal is acceptable to Sublandlord) to sublease any First Refusal Space or a third party indicates to Sublandlord its acceptance or approval of a bona fide offer or proposal from Sublandlord to sublet any available First Refusal Space, Sublandlord shall give Subtenant written notice of the basic business terms and conditions upon which such third party is willing to sublease such available First Refusal Space (“First Refusal Notice”) and such First Refusal Notice shall describe or identify the applicable First Refusal Space and set forth the proposed term of sublease and the proposed rent payable for the First Refusal Space (which proposed base rent for the First Refusal Space shall be the same per square foot base rent as is payable by Subtenant under this Sublease with respect to the Subleased Premises). Subtenant shall have the opportunity a right of first refusal to lease such available First Refusal Space which is the Available Space under subject of the First Refusal Notice on the same terms and conditions as set forth in the First Refusal Notice (except that the proposed base rent for the First Refusal Space shall be the same per square foot base rent as is payable by Subtenant under this Sublease with respect to the Subleased Premises) and otherwise on the terms and conditions set forth in this Sublease to the extent not inconsistent with the terms of the said third party offer (the “ROFR”)First Refusal Notice. The tenant Subtenant shall have ten (10) days upon receipt of the (5) business days after receiving the Landlord’s First Refusal Notice to give Sublandlord written notice of whether or not Subtenant desires to advise sublease such applicable First Refusal Space on the Landlord terms and conditions set forth in writing that it wishes the First Refusal Notice. Subtenant’s failure to give such written notice within the ten (10) day period shall be deemed Subtenant’s waiver of this right of first refusal with respect to the First Refusal Space described or identified in the First Refusal Notice, and Sublandlord shall thereafter have the right to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest First Refusal Space described in the Available First Refusal Notice, free and clear of any rights of Subtenant hereunder to anyone for a base rental rate per square foot which is not less than ninety percent (90%) of the base rental rate per square foot set forth in the First Refusal Notice delivered to Subtenant without first re-offering such applicable First Refusal Space to Subtenant. If, after Subtenant fails to timely exercise its right of first refusal hereunder with respect to any available First Refusal Space described in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect a First Refusal Notice, Sublandlord desires to lease such Available applicable First Refusal Space at a base rental rate per square foot that is less than ninety percent (90%) of the base rental rate per square foot set forth in the First Refusal Notice delivered to Subtenant, then such applicable First Refusal Space shall again be offered to Subtenant by a new First Refusal Notice hereunder at such lower base rental rate per square foot and/or such other terms and conditions. Moreover, if Sublandlord is unable to enter into a lease or sublease of the applicable First Refusal Space with another tenant at a base rental rate which is not less than ninety percent (90%) of the base rental rate per square foot set forth in the First Refusal Notice delivered to Subtenant within twelve (12) months following Sublandlord’s final communication with Subtenant concerning Subtenant’s subleasing of the First Refusal Space pursuant to Sublandlord’s First Refusal Notice, then the applicable First Refusal Space shall again be offered to Subtenant by a new First Refusal Notice to be given by Sublandlord to Subtenant. If, within the aforesaid ten (10) day period, Subtenant gives Sublandlord written notice of Subtenant’s desire to sublease such applicable First Refusal Space on such the terms and conditions (exactly as set out forth in the third party offer)First Refusal Notice given by Sublandlord to Subtenant, then Sublandlord shall prepare and deliver to Subtenant for execution by Sublandlord and Subtenant an amendment to this Sublease that incorporates the Tenant shat forthwith enter into an agreement amending First Refusal Terms accepted by Subtenant and such other terms and conditions as the lease parties hereto may agree upon. Anything in this Section 22 to include the Available contrary notwithstanding, Subtenant’s exercise of any right of first refusal above with respect to any First Refusal Space so leased. Should shall be void and of no force or effect if Subtenant is in default under this Sublease (beyond any applicable cure period) at the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions time Subtenant’s subletting of the foregoing paragraphs, applicable First Refusal Space (that is the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease subject of Subtenant’s exercise of such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass first refusal referred to or devolve upon any assignee or transferee of in this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedparagraph) commences.

Right of First Refusal. During In the Termevent that at any time Xxxxxx shall elect to convey, provided the Tenant is Kinduct Technologies Inc. sell, or transfer (hereinafter “Transfer”) Tract 2, or any portion thereof (Tract 2 and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject any portion thereof being herein referred to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the as an “Available SpaceOffered Tract”), Wal-Mart shall have a right of first refusal to purchase all of Xxxxxx’x interest in such Offered Tract in accordance with the Landlord procedures hereinafter set forth. Prior to Xxxxxx entering into a purchase agreement or any other agreement whereby Xxxxxx would effectuate a Transfer (a “Proposed Purchase Agreement”) for any Offered Tract, Xxxxxx shall notify the Tenant in writing of its intention to lease the Available Space and shall include submit a complete copy of said third party offer redacted so as the Proposed Purchase Agreement to contain allWal-Mart. Wal-Mart shall have sixty (60) days (“Option Period”) from the date of Wal-Mart’s receipt of the Proposed Purchase Agreement in which to notify Xxxxxx of Wal Mart’s election, but onlyin Wal-Mart’s sole discretion, to (i) purchase all of Xxxxxx’x interest in the main business terms and conditions. The Tenant shall thereafter, subject to Offered Tract substantially in accordance with the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the Proposed Purchase Agreement, or (ii) not purchase the Offered Tract. In the event Wal-Mart elects (ii) above, or fails to notify Xxxxxx of Wal-Mart’s election under (i) or (ii) above prior to the expiration of the Option Period, Xxxxxx shall have the right to sell the Offered Tract upon the terms and conditions set forth in the Proposed Purchase Agreement to the purchaser designated therein, provided in the event Xxxxxx fails to consummate said third party offer sale within one hundred eighty (180) days after Wal-Mart’s election under (ii) above, or deemed election not to purchase the Offered Tract (the “ROFRPermitted Sale Period”), then Wal-Mart’s right of first refusal shall continue to apply in full force and effect with respect to any future proposed or pending Transfer of the Offered Tract. The tenant Upon the consummation of the Proposed Purchase Agreement between Xxxxxx and the prospective purchaser (or its assigns or designees) within the Permitted Sale Period, Wal-Mart’s right of first refusal shall have terminate as to such Offered Tract. Notwithstanding the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certaintyforegoing, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure event a Transfer is a deemed Transfer based on a lease of confidential information. Should an Offered Tract for a term greater than ten (10) years as set forth below, Wal-Mart’s right of first refusal shall not terminate, but shall continue on the Tenant elect to lease such Available Space on such terms and conditions set forth herein regarding any future Transfer of the Offered Tract, or portion thereof. In the event Wal-Mart shall elect to purchase the Offered Tract under (exactly as set out in i) above, then subject to the third party offer)provisions of this Section, Wal-Mart shall consummate the Tenant shat forthwith enter into an agreement amending purchase of the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond Offered Tract substantially in accordance with the provisions terms of the foregoing paragraphsProposed Purchase Agreement, and Xxxxxx shall convey the Landlord mayOffered Tract to Wal-Mart or Wal-Mart’s designee in the manner set forth in the Proposed Purchase Agreement, at its sole discretion accept the said third party offer provided (a) in no event shall Wal-Mart be required to close in less than ninety (90) days, and the tenant (b) Wal-Mart shall have a due diligence period of no further rights pursuant to this ROFR to lease such Available Spaceless than sixty (60) days, following execution of an agreement of purchase and sale regarding an Offered Tract. The ROFR granted Notwithstanding any terms or conditions to the tenant contrary herein, any proposed lease of Tract 2 for a term, including option terms, equal to or greater than an aggregate total of ten (10) years shall be deemed a Transfer of Tract 2 and subject to be a personal the right of first refusal of Wal-Mart herein, provided the Tenant purchase price shall be the fair market value of the Offered Tract, as reasonably determined by Wal-Mart and Xxxxxx, and the terms and conditions of the agreement of purchase and sale shall be such as reasonably agreed upon by the parties consistent with the terms and conditions in the previous sentence. Notwithstanding the immediately preceding sentence, any sale-leaseback transaction involving Tract 2, irrespective of form, that is not part of a Permitted Transfer, as defined below, and which complies with the requirements for recognition as a capital lease or financing lease under Generally Accepted Accounting Principles, shall not trigger Wal-Mart’s first refusal rights hereunder; provided that in such event, such first refusal rights shall not be assignable or transferable by impaired and shall continue notwithstanding such sale- leaseback transaction as to a Transfer of the Tenant nor shall it pass leasehold interest of Xxxxxx to or devolve upon any assignee or transferee party which is not an Affiliate of Xxxxxx. Any attempted Transfer of Tract 2 in violation of this lease Section 10 shall be void. The term “Affiliate as used herein shall mean any entity which is directly or of the rights granted thereby indirectly controlled by Xxxxxx or subtenant of the whole or a portion of the proposed Premises selectedXxxxxx Oil Corporation.

Right of First Refusal. During 46.1. If at any time during the Termterm, provided Landlord desires to sell the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial Premises or repetitive default under this lease, is itself in occupancy if Landlord recaptures a portion of the whole Premises, Premises pursuant to Article 7.3 and subject thereafter desires to lease or sell the Recaptured Premises or any existing rights of other tenants in the Building, should the Landlord receive a portion thereof and receives an acceptable bona fide third party offer to leaseof lease or purchase therefor, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building shall give Tenant written notice (the “Available Space”), the Landlord shall notify the Tenant in writing "Landlord's Notice") of its intention to lease or sell in accordance with that offer, which Landlord's Notice shall contain the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditionsconditions of the offer to lease or purchase as well as the name and address of the prospective tenant or purchaser. The Upon the receipt of the Landlord's Notice, Tenant shall thereafter, subject to the following paragraph, have the opportunity right to lease the Available Space under Recaptured Premises or purchase the Premises and/or the Recaptured Premises or any designated portion thereof upon the same terms and conditions of contained in the said third party bona fide offer to lease or purchase. Said right shall be deemed exercised if Landlord receives written notice from Tenant, within ten (the “ROFR”). The tenant shall have the (510) business days after receiving of the receipt by Tenant of the Landlord’s written notice 's Notice, stating that Tenant is willing and able to advise purchase the Landlord Premises and/or lease or purchase the Recaptured Premises or such designated portion thereof upon the same terms and conditions as were contained in writing that it wishes the bona fide offer. If Tenant does not exercise its right to lease the Available Space. For greater certaintyRecaptured Premises or purchase the Premises and/or the Recaptured Premises or such designated portion thereof within said ten (10) business day period, it is agreed that Landlord may convey the Tenant shall inform Premises and/or lease or convey the Landlord Recaptured Premises or such designated portion thereof within six (6) months after the end of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to said ten (10) business day period, provided such lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, Recaptured Premises or conveyance of the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted Premises or Recaptured Premises is to the tenant or designated purchaser at the same rent or price and upon substantially the same terms set forth in the Landlord's Notice, and further provided that any lease or conveyance shall be deemed subject to this Lease. The right of first refusal provided herein shall be a personal continuing option and shall apply to any and all future sales of the Premises or any portion thereof and/or to lease or sale of the Recaptured Premises during the term of the Lease. No sale of the Premises or sale or use of the Recaptured Premises by Landlord or its tenants and successors shall interfere with the right of Tenant to use the Tenant and shall not be assignable Premises or transferable by the Tenant nor shall it pass Recaptured Premises pursuant to or devolve upon any assignee or transferee the terms of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedLease.

Right of First Refusal. During the TermProvided that no material Event of Default exists, provided the Tenant shall have a right of first refusal to lease any space that is Kinduct Technologies Inc. or will become vacant and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject available to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located be leased on the 16th seventh (7th), eighth (8th), ninth (9th), twenty-fifth (25th), twenty-sixth (26th), twenty-seventh (27th), twenty-eighth (28th), twenty-ninth (29th) and 17th floors thirtieth (30th) of the Building (the “Available Refusal Space”). Should Tenant exercise its right to lease any portion of the Refusal Space it shall do so under the same terms offered to the third party tenant. Prior to leasing all or any part of the Refusal Space to any prospective tenant, the Landlord shall provide written notice to Tenant of the economic terms of the proposed lease. Tenant shall have five (5) business days within which to notify the Tenant Landlord in writing of its intention intent to lease the Available subject portion of the Refusal Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under upon the same terms and conditions as the prospective tenant. If Tenant gives such notice of the said third party offer (the “ROFR”). The tenant shall have the intent to Landlord, Tenant shall, within five (5) business days after receiving its receipt thereof, execute an amendment of this Lease for the Landlord’s subject portion of the Refusal Space in a form that acceptable to Landlord and Tenant and incorporating the terms contained in the proposed lease to the prospective tenant. If Tenant fails to execute such amendment or fails to give written notice of its intent to lease as provided above, Landlord shall be free to lease the subject Refusal Space to the prospective tenant upon the same terms provided in the written notice to advise Tenant, but regardless of whether the Landlord lease with the prospective tenant is consummated, this right of first refusal shall continue in writing that it wishes effect. In the event only a portion of the Refusal Space is leased at one time, the foregoing right of first refusal shall continue in effect as to lease the Available remainder of the Refusal Space. For greater certaintyLastly, it is agreed that the Tenant shall inform the Landlord of its total lack of interest nothing in the Available Space above language or herein shall operate or be construed in order any way as a restriction on Landlord’s right to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending renew the lease to include of any existing tenant occupying any portion of the Available Refusal Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions terms of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedthat lease.

Right of First Refusal. During the Term, Section 16.01 As long as Lessee is Lessee under this Lease and provided the Tenant is Kinduct Technologies Inc. and Lessee is not in defaultdefault hereunder, and has not been in substantial or repetitive default under if at any time after the execution of this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord Lease Lessor shall receive a bona fide third party offer to lease, which the Landlord it is prepared willing to accept with respect to sell or transfer legal title to the Leased Premises (or any interest therein) to any premises located on the 16th and 17th floors person (other than an affiliate, shareholder, partner, joint venturer, spouse, or lineal descendant of Lessor or any trust for their benefit), Lessor shall, within fifteen (15) days after Lessor's receipt of the Building acceptable offer, notify Lessee of the terms of such offer (the “Available Space”"Lessor's Offer Notice"), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and . Lessor's Offer Notice shall include the name of the offeror and the offered consideration and other terms of such offer (together with a copy of said third party offer redacted so as to contain allthe offer) and Lessee, but onlywithin ten (10) days after receipt of Lessor's Offer Notice, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity right to lease purchase the Available Space under interest to be sold or transferred on all the same other terms and conditions stated in Lessor's Offer Notice. Failure of Lessee to exercise such right within said ten (10) days period shall be deemed a waiver of such right. Upon notice from Lessee of its decision not to exercise such right or upon waiver of the said third party offer (same, Lessor shall be free to consummate the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space sale or should the Tenant fail to respond transfer in accordance with the terms set forth in Lessor's Offer Notice. In the event such sale or transfer is not consummated within six (6) months after the date of the delivery of Lessor's Offer Notice, the right granted to Lessee in this Article XVI shall be reinstated, and any such subsequent sale or transfer shall be subject to this right. Any sale or transfer contemplated by this Article XVI shall be subject to the provisions of the foregoing paragraphsthis Lease including, without limitation, the Landlord mayrights of Lessee contained herein. Upon Lessee's exercise of its right of first refusal hereunder, at Lessee may assign such rights to any other person or entity without the consent of Lessor or any trust for their benefit, but any assignment shall not relieve Lessee of its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Spaceobligations hereunder or thereunder. The ROFR right of first refusal herein granted to Lessee shall not apply to any transfer by Lessor of the tenant shall be deemed Leased Premises to be a personal any affiliate, shareholder, partner, joint venturer, spouse, or lineal descendant of Lessor or any trust for their benefit or to any transfer by gift, will, or the laws of descent and distribution. The right of the Tenant first refusal herein granted to Lessee shall be, and shall not be assignable is hereby made, subject and subordinate to any mortgage or transferable by the Tenant nor shall it pass trust deed and/or assignment of this Lease to or devolve upon any assignee or transferee for the benefit of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedLender.

Right of First Refusal. During In the event that Landlord should elect to sell all or any portion of the Premises during the Term, provided whether separately or as a part of a larger parcel of which the Premises may be a part, Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy shall have the right of the whole Premises, and subject first refusal to meet any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located purchase (an "Offer") on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of as such Offer. If the said third party offer (Offer covers other property in addition to the “ROFR”). The tenant Premises, then the purchase price for the Premises or portion thereof shall be separately stated, and Tenant shall have the (5) business days after receiving right to acquire the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available SpacePremises or portion thereof without acquiring such other property. For greater certaintyThe Offer may, it is agreed that the Tenant shall inform the Landlord of its total lack of interest at Landlords option, either be in the Available Space in order to prevent any unnecessary disclosure form of confidential information. Should a (i) term sheet or letter of intent setting forth the Tenant elect to lease such Available Space on such essential terms and conditions of the proposed purchase and sale transaction (exactly as set out "LOI"), or (ii) fully negotiated purchase and sale agreement ("Agreement"). Tenant's election to purchase the Premises or portion thereof shall be exercised by Tenant's delivery to Landlord of a notice of exercise, together with (a) a purchase and sale agreement for the Premises or portion thereof on the same terms and conditions contained in the LOI if the Offer shall be in the form of the LOI, or (b) the Agreement signed by Tenant if the Offer shall be in the form of the Agreement and (c) any earnest money deposit required to be deposited pursuant to the terms xxx xxnditions of the LOI or Agreement. Upon Tenant's failure to accept the Offer by delivery of the items referenced in the previous sentence within ten (10) days after Tenant's receipt of the Offer from Landlord, then Landlord shall be free to sell the Premises or portion thereof to such third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions terms and conditions of the Offer. If Tenant does not exercise its right of first refusal as provided in this paragraph, and Landlord does not close the transaction on the same business terms and conditions contained in the Offer within one hundred eighty (180) days after the notice thereof to Tenant, then such transaction shall not take place and the requirements of this paragraph shall remain in full force and effect as to any future Offers. In furtherance of the foregoing paragraphsbut not in limitation thereof, if the Landlord may, at its sole discretion accept Offer is in the said third party offer form of the LOI and the tenant purchase and sale agreement entered (or to be entered into) between Landlord and the prospective purchaser is on business terms and conditions which are materially different than those set forth in the LOI, then such purchase and sale agreement shall have no further rights pursuant constitute a new Offer which shall be subject to the provisions of this ROFR to lease such Available Spaceparagraph. The ROFR granted to the tenant shall be deemed to be covenants of this paragraph are of a personal right of the Tenant continuing nature and shall not be assignable exhausted by one or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or more sales of the rights granted thereby Premises. This right of first refusal shall not apply to the reorganization, merger, stock sales or subtenant transfers, membership transfers or sales of the whole or a portion of the proposed Premises selectedLandlord.

Right of First Refusal. The following right of first refusal shall become effective only upon the first date on which both of the following have occurred (the “ROFR Effective Date”): (a) the earlier of (i) the satisfaction and discharge of all of the outstanding 8 5/8% Senior Secured Notes due 2018 (the “Notes”) pursuant to the terms and conditions of the Indenture, dated as of January 25, 2011, by and between the Exide and Xxxxx Fargo Bank, National Association or (ii) the repayment of such Notes in full at maturity and (b) the earlier of (i) the termination of, and repayment in full of all obligations under, the Credit Agreement, dated as of January 25, 2011 (the “Credit Agreement”), by and among Exide Technologies, Exide Global Holding Netherlands C.V., various financial institutions named therein, and Xxxxx Fargo Capital Finance, LLC, as administrative agent or (ii) the amendment, restatement or replacement of such Credit Agreement such that this right of first refusal is permitted thereunder. During the Termfive (5) year period following the ROFR Effective Date, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive if a bona fide third offer is received from a third-party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors prospective buyer for all or a portion of the Building (the “Available Space”)Bowtie Parcel, the Landlord then Exide shall notify the Tenant City in writing and offer the Bowtie Parcel to the City at the price and upon the same or better terms as named by the prospective buyer. City shall have thirty (30) days from receipt of its intention such notice or until the City’s next regularly scheduled City Council meeting, whichever is longer, to lease consider this offer, and if the Available Space City accepts, City shall have one hundred and twenty (120) days to close. If the City does not exercise this right, Exide shall include a copy then have the right to sell all or any portion of said the Bowtie Parcel to such third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under prospective buyer on the same terms and conditions of as contained in the said third party bona fide offer (delivered to the “ROFR”)City. The tenant City may shorten or eliminate any applicable time periods in this paragraph by waiving or declining in writing to exercise the City’s right of first refusal. The City shall have the (5) business days after receiving the Landlord’s written notice right to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord assign its right of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted first refusal to the tenant shall be deemed EDC and/or the CDC. Exide further agrees to be a personal right of the Tenant and shall not be assignable or transferable consider in good faith any offer by the Tenant nor shall it pass Frisco Parties, from time to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole time, to purchase all or a portion of the proposed Premises selectedBowtie Parcel.

Right of First Refusal. During In the Termevent that the second floor of the ---------------------- Building (the "Second Floor") becomes vacant and Sublessor receives a bona fide offer from an independent third party prospective subtenant to sublease the Second Floor, and provided the Tenant is Kinduct Technologies Inc. and either (i) Subtenant is not in default, and has not been in substantial or repetitive default under this leaseSublease (and no events have occurred which, is itself with notice, or the passage of time, or both, would become an event of default hereunder), or (ii) Subtenant has cured all defaults under this Sublease within five (5) days following receipt of a notice referred to below, Sublessor shall deliver to Subtenant a written notice of such offer. Subtenant shall have five (5) business days from receipt of such notice to exercise its right to sublease the Second Floor upon the same terms and conditions set forth in occupancy of this Sublease. Such option shall be exercisable by written notice to the whole PremisesSublessor within such five (5) business day period, and subject to any existing rights the execution and delivery of other tenants a mutually agreeable sublease in the Buildingform of this Sublease within thirty (30) days thereafter. A failure by the Subtenant to give written notice to the Sublessor within such five (5) business day period or the failure to timely execute and deliver the sublease shall be deemed a rejection by the Subtenant of its option to sublease the Second Floor. Thereafter, should the Landlord receive a Sublessor shall have the right to sublease the Second Floor to such third party prospective tenant pursuant to the terms and conditions agreed upon by Sublessor and such prospective tenant. In the event Sublessor does not sublease to such third party, Sublessor shall provide notice of any new bona fide third party offer to leaseSubtenant pursuant to the terms of this Section 1G and Subtenant shall retain its right of first refusal pursuant to the notice and election requirements set forth herein. Notwithstanding the foregoing, which the Landlord is prepared Sublessor shall not be required to accept with respect to provide notice of any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said new bona fide third party offer redacted so as to contain all, but only, Subtenant if Sublessor receives such new offer within four (4) months after the main business terms and conditions. The Tenant shall thereafter, subject date on which Subtenant failed to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written deliver its notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal exercise Subtenant's right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedfirst refusal as provided above.

Right of First Refusal. During Tenant, as part of the Termconsideration herein, provided is hereby granted the Tenant is Kinduct Technologies Inc. and is not in defaultexclusive right, option, and has not been in substantial privilege of first refusal to purchase the Property at any time (and all times) during the Term or repetitive default under Extension Term (for purposes of this leaseSection 16.4, is itself in occupancy of collectively, the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located “Term”) on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly “Right of First Refusal” or “ROFR”): If at any time during the Term of this Lease Landlord receives a bona fide offer to purchase the Property, or part thereof, that is acceptable to Landlord, or enters into any arrangement whatsoever for the transfer of ownership to the Property (collectively, the bona fide offer or other arrangement for transfer of ownership may be referred to as the “Offer”), Landlord shall deliver to Tenant a written notice (i) stating Xxxxxxxx’s intention to transfer such Property, and (ii) including a copy of the Offer (“Landlord’s ROFR Notice”). Tenant shall have the right and option for a period of thirty (30) days after the effective date of such notice to elect to purchase or take ownership the Property, or part thereof, upon the same price and other terms and conditions as those set out forth in the Offer by delivering written notice to Landlord of such election (“Xxxxxx’s ROFR Notice”). If Tenant timely issues Tenant’s ROFR Notice, Landlord and Tenant shall enter into a purchase and sale agreement for the Property, or part thereof, upon the same price and other terms and conditions as those set forth in the Offer. Xxxxxxxx agrees to bargain in good faith on any terms not stated in Landlord's ROFR Notice. If, however, Tenant fails to timely issue Tenant’s ROFR Notice, or if Landlord and Tenant, through no fault of Landlord, fail to execute a purchase and sale agreement within sixty (60) days after the effective date of Tenant's ROFR Notice, then Tenant shall be deemed to have waived its right to purchase the Property, or part thereof, and Landlord shall have the right thereafter to offer the Property, or part thereof, for sale and to sell the Property, or part thereof, subject to this Lease, to any third party offer)on substantially the terms stated in Xxxxxxxx's ROFR Notice without further notice to Tenant. If, however, within one hundred eighty (180) days after the date Tenant shat forthwith waived (or is deemed to have waived) its right to first refusal to purchase the Property, or part thereof, Landlord offers the Property, or part thereof, to a third party for a purchase price that is five percent (5%) or more less than the purchase price that was offered to Tenant in Landlord's ROFR Notice, Landlord shall re-offer the Property, or part thereof, to Tenant on the terms offered to such third party ("Landlord's Revised ROFR Notice") and the same procedures shall apply with respect to Landlord's Revised ROFR Notice as are set forth above with respect to Xxxxxxxx's ROFR Notice. In any case where, pursuant to this Section 16.4, Tenant has waived or is deemed to have waived its right to purchase the Property, or part thereof, following delivery of Landlord's ROFR Notice or Landlord's Revised ROFR Notice, if Landlord fails to enter into an agreement amending with a third party for the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions purchase and sale of the foregoing paragraphsProperty, or part thereof, within one hundred eighty (180) days from the date Tenant waived (or is deemed to have waived) its right to purchase the Property, or part thereof, with respect to Landlord's ROFR Notice, or Landlord's Revised ROFR Notice, if applicable, then Landlord mayshall re-offer the Property, at its sole discretion accept the said third party offer or part thereof, to Tenant and the tenant same procedures shall have no further rights pursuant apply with respect to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedre-offer as are set forth above.

Right of First Refusal. During In the Termevent the Landlord shall receive a BONA FIDE written offer from an independent, provided unrelated third party to purchase the Tenant is Kinduct Technologies Inc. and is not in defaultProperty or a portion thereof (hereinafter referred to as an "Offer") during the term of this Ground Lease, and has not been in substantial or repetitive default under this leaseif the Landlord shall desire to accept the Offer, is itself in occupancy then, after accepting the Offer, which will contain a provision notifying said third party purchaser of the whole Premises, and subject to any existing rights Tenant's right of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”)first refusal hereunder, the Landlord shall notify deliver a photocopy of such Offer to the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditionsTenant. The Tenant shall thereafter, then have twenty (20) business days from the date of receipt of such offer within which to elect to purchase the Property or the portion thereof that is subject to the following paragraph, have the opportunity to lease the Available Space under Offer upon the same terms and conditions as those contained in the Offer except that the closing date for the Tenant will be extended for a period equal to the number of days between the date the Landlord accepted said third party offer (Offer and the “ROFR”)date the Tenant actually received a copy of said Offer. The tenant Tenant shall have exercise the (5) business days after receiving the Landlord’s right granted to it hereunder by delivering written notice of its intent to advise purchase the Property or the portion thereof that is subject to the Offer, to the Landlord in writing that it wishes within the time period referred to lease above. In the Available Space. For greater certainty, it is agreed that event the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in exercise the third party offer)right granted to it hereunder, the Tenant shat forthwith enter into an agreement amending closing of the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond transaction shall occur in accordance with the provisions of terms and conditions contained in the foregoing paragraphsOffer except as modified herein. In the event the Tenant shall not have exercised the right granted to it hereunder in the manner and within the time period provided for herein, the Landlord may, at its sole discretion shall then be free to accept the said third party offer Offer and to sell the Property or the portion thereof that is subject to the Offer, pursuant to the terms and conditions contained in the Offer and the tenant Tenant shall have no further interest in or rights pursuant with respect to this ROFR the Property or the portion thereof that is subject to lease such Available Spacethe Offer. The ROFR granted Landlord, in its sole and absolute discretion, may at any time reject an Offer made to it, and any such rejection shall fully and completely terminate the tenant shall be deemed Tenant's rights hereunder with respect to be a personal right of each such rejected Offer. If the Landlord accepts an Offer after the Tenant has elected not to accept such Offer, and shall not be assignable or transferable the transaction contemplated by such Offer fails to close for any reason whatsoever, the Tenant nor shall it pass Tenant's rights hereunder to or devolve upon any assignee or transferee notice of this lease or of subsequent Offers and to elect to purchase the rights granted thereby or subtenant of the whole Property or a portion of the proposed Premises selectedthereof shall remain in full force and effect.

Right of First Refusal. During the Term, provided the Provided Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive material ---------------------- default under this leaseLease (i) more than three (3) times during the twelve (12) months preceding the time the "First Refusal Acceptance Notice" (as ------------------------------- hereinafter defined) is received by Landlord or (ii) one (1) time thereafter until the date Tenant takes possession of any "First Refusal Space" (as ------------------- hereinafter defined), is itself in occupancy Tenant shall have the reoccurring right of first refusal during the initial Term for the lease of the whole Premisesentire first floor of 0000 Xxxx Xxxxxxx Xxxxx (the "First Refusal Space"), subject only to the existing ------------------- rights of the tenant currently occupying said space and any assignee(s) and subtenants thereof, if applicable. If Landlord receives a bona-fide offer to lease all or a portion of the First Refusal Space which Landlord desires to accept, it shall deliver to Tenant written notice of its receipt of such offer (the "Availability Notice"). If Tenant desires to expand the Premises to ------------------- include the portion of the First Refusal Space described in the Availability Notice, it shall elect to do so by written notice delivered to Landlord within ten (10) business days following Landlord's delivery of the Availability Notice (the "First Refusal Acceptance Notice"). Landlord shall then prepare and ------------------------------- Tenant shall execute an amendment to this Lease pursuant to which Tenant shall lease the portion of the First Refusal Space described in the Availability Notice for a term co-terminus with the Lease Term and otherwise subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same all applicable terms and conditions of this Lease; provided that (i) Landlord shall provide Tenant with a tenant improvement allowance as to the said third party offer First Refusal Space in the amount of (x) ten ($10.00) per square foot of rentable area during the initial Term and (y) five dollars ($5.00) per square foot of rentable area during an Option Term, subject to reduction as provided below (the “ROFR”). The tenant shall have improvements to the (5) business days after receiving the Landlord’s written notice First Refusal Space to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms be designed and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond constructed in accordance with the provisions of the foregoing paragraphsthis Lease, the Landlord mayincluding, at its sole discretion without limitation, Section 5 hereof, to Landlord's then current Building standards or above such standards as reasonably approved by Landlord), (ii) 50 Tenant shall otherwise accept the said third party offer First Refusal Space in its "as-is" condition, with Landlord having no obligation to improve such space and (iii) the tenant failure to prepare or execute such an amendment shall have no further rights pursuant not relieve Tenant of its obligation to this ROFR lease the First Refusal Space as provided above. Tenant shall also be entitled to three point six (3.6) non-exclusive uncovered parking spaces for each thousand square feet of usable area contained within the First Refusal Space (prorated and rounded to the nearest whole number to the extent usable square footage is not evenly divisible by 1,000)). Subject to Section 33 below, if (i) Tenant does not deliver the First Refusal Acceptance Notice or (ii) after delivery of First Refusal Acceptance Notice Tenant fails or refuses to execute a new lease as provided above, Landlord may proceed to lease such Available SpaceFirst Refusal Space to any party upon any terms and conditions as Landlord desires. If Tenant delivers the First Refusal Acceptance Notice, then (i) the "Premises" shall thereafter be deemed for all purposes to include the portion of the First Refusal Space described in the Availability Notice and (ii) Tenant's Base Rent, Operating Cost Share Rent, Tax Share Rent, Security Deposit, and other matters in this Lease pertaining to the amount of rentable area contained within the Premises shall be adjusted accordingly. The ROFR granted amendment to this Lease provided for in the tenant preceding sentence shall be deemed self-executing, but Tenant shall promptly after request by Landlord execute and deliver to be a personal right of Landlord an amendment memorialize the same. Notwithstanding the foregoing, Tenant and shall not be assignable entitled to exercise its right of first refusal under this Section 32 (i) after the eighty-forth (84th) month of the initial term or transferable the last day of the second (2nd) year of the first (1st) Option Term under Section 30 above unless it concurrently exercises its option to extend the then current Term by an Option Term or (ii) any time after the last day of the second (2nd) year of the second Option Term. The ten dollar ($10.00) tenant improvement allowance provided for in this Section 32 shall be reduced by two dollars ($2.00) per rentable square foot if Tenant's exercises its right of first refusal after the sixtieth (60th) month of the initial Term, and by an additional two dollars ($2.00) per rentable square foot on each twelve month anniversary thereafter; provided, however, that said allowance shall not be reduced if Tenant exercises its right to extend the Term by an Option Term concurrently with the exercise of its right of first refusal under this Section 32. The five dollar ($5.00) tenant improvement allowance provided for in this Section 32 shall be reduced by one dollar ($1.00) per rentable square foot if Tenant's exercises its right of first refusal after the first (1st) year of the then applicable Option Term, and by an additional one dollar ($1.00) per rentable square foot on each twelve month anniversary thereafter; provided, however, that said allowance shall not be reduced if Tenant exercises its right to extend the first (1st) Option Term by the Tenant nor shall it pass to or devolve upon any assignee or transferee second (2nd) Option Term concurrently with the exercise of its right of first refusal under this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedSection 32.

Right of First Refusal. During In the Termevent the Owner Participant desires to sell, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy convey or otherwise transfer the Member Interest or cause the Owner Lessor to sell its Owner Lessor's Interest on or within three years after the expiration or termination of the whole Premises, and subject Facility Lease to any existing rights Person other than to a direct or indirect wholly owned Subsidiary of other tenants in the Buildingultimate parent of the Owner Participant, should such Owner Lessor's Interest or Member Interest, as the Landlord receive a bona fide third party offer to case may be, shall, unless such sale, lease, which conveyance or transfer is in connection with the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors exercise of the Building (the “Available Space”)remedies upon a Lease Event of Default, the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 15.2. provided, that the Owner Participant's right to transfer its Member Interest during the Facility Lease Term pursuant to Section 8.1 shall not be impaired by the provisions of this Section 15.2 (but shall be subject to the provisions of Section 15.1). The Owner Participant will give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest in the Owner Lessor's Interest or Member Interest or any part of either during such three year period following paragraphthe expiration or termination of the Facility Lease, and which offers it wishes to accept, together with a full and complete statement of the price and all of the material terms, conditions and provisions contained in such offers. The Facility Lessee will thereafter have the opportunity right within a period of forty-five (45) days from and after the receipt by the Facility Lessee of such notice to lease notify the Available Space under Owner Participant of its irrevocable intent to exercise its rights of first refusal. If the Facility Conemaugh Participation Agreement 80 86 Lessee elects to exercise the right provided in the preceding sentence, it will within forty-five (45) days of such notice execute a contract for such purchase and within ninety (90) days after such execution purchase, and the Owner Participant shall sell, such Member Interest or the Owner Lessor's Interest or part of either on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the forty-five (45) day period or does not execute such a contract for the purchase of the said third party offer Member Interest within forty-five (the “ROFR”). The tenant shall have the (545) business days after receiving such notice and cause such sale to occur within ninety (90) days after such execution, subject to extension for any necessary or appropriate Governmental Approvals in respect thereof, the Landlord’s written notice Owner Participant will be free to advise proceed under the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out forth in its notice to the third party offer)Facility Lessee, unless the failure to execute such contract or consummate such purchase is attributable to acts or omissions of the Owner Participant. In the event that such terms or conditions are materially revised to be less favorable to the Owner Participant, the Tenant shat forthwith enter into an agreement amending Facility Lessee will have the right to purchase, lease to include or otherwise acquire such interest on the Available Space so leasednew terms and conditions. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance In connection with the provisions Facility Lessee's exercise of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights right of first refusal pursuant to this ROFR to lease such Available Space. The ROFR granted Section 15.2 with respect to the tenant Owner Lessor's Interest, the Ground Interests shall be deemed conveyed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedFacility Lessee.

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy The rentable area of the whole Premises, and subject to any existing rights building of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Demised Premises is a part and which is outlined in green upon Exhibit D is currently vacant ("Unoccupied Space"). Landlord is prepared does hereby grant Tenant a first right of refusal to accept with respect to lease that available space, or any premises located portion thereof, comprising approximately 3,806 (+ or -) square feet, on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business following terms and conditions. The Landlord shall provide Tenant shall thereafterwith a copy of a bona fide offer to lease all or any portion of the aforesaid 3,806 (+ or -) square feet of Unoccupied Space. Within five (5) business days thereafter Tenant, subject if it so elects, may choose by written notice to the following paragraph, have the opportunity Landlord to lease the Available same portion of the Unoccupied Space under on the same terms and conditions of the as said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certaintyoffer, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly except as set out in forth below. If Tenant timely exercises its right of first refusal, ("exercise date") and if the third party offer)conditions referred to elsewhere herein are satisfied, the Tenant shat forthwith enter into an agreement amending the lease Demised Premises as defined in ARTICLE 1 PREMISES-TERM OF LEASE shall thereupon be expanded to include the Available subject portion of the aforesaid 3,806 (+ or -) square feet of Unoccupied Space and Tenant's ARTICLE 2 TENANT'S PRO RATA PORTION OF THE BUILDING shall thereupon be expanded to that percentage which is equivalent to a fraction, the numerator of which is the total square feet of floor space of the Demised Premises expanded to include the said additional Demised Premises and the denominator of which is the total square feet of rentable floor space of the building of which the Demised Premises is a part, and ARTICLE 5 SECURITY DEPOSIT BY TENANT shall thereupon be supplemented to constitute an amount equal to one (1) months rent for the Demised Premises as so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond expanded, and Net Basic Rent shall thereupon be increased in accordance with the provisions terms and conditions of said offer for the additional Demised Premises. Should Tenant not provide written notice to Landlord as above within the aforesaid five (5) day period, this right of first refusal and any and all other claims of the foregoing paragraphsTenant to rights in all or any portion of the aforesaid 3,806 (+ or -) square feet of Unoccupied Space shall be deemed irrevocably waived by Tenant. Time is of the essence. If the "exercise date" is on other than the first day of the month, rent (Net Basic Rent and Additional Rent) for the Landlord maymonth during which exercise takes place shall be apportioned. If the first right of refusal is timely exercised as above, at its sole discretion accept the said third party offer then except as set forth above, all other terms, covenants and the tenant conditions of this Lease shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted apply to the tenant additional Demised Premises. Tenant shall not have any right of first refusal except as hereinabove set forth, and Tenant shall be deemed to be a personal have waived irrevocably this right of first refusal should it be in default after applicable cure period of any Lease covenant at the Tenant and time its exercise is due hereunder or shall fail to cure the same after applicable cure period if at the time of exercise the cure period has not expired and/or should it not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or in occupancy of the rights granted thereby or subtenant Demised premises at the "exercise date" other than during the period prior to Tenant's initial occupancy of the whole or a portion Demised Premises. This right of the proposed Premises selectedfirst refusal is not assignable by Tenant.

Right of First Refusal. During If, prior to the Termexpiration or sooner termination of the Term of this Lease, (a) Landlord receives an offer to lease the 26,802 rentable square foot premises located on the third floor of the Building and shown on Exhibit A-2 hereto or (b) Landlord receives an offer to lease the 1,773 rentable square foot area adjacent to the Premises which is known as Suite 206 (either space shall be referred to as the "Refusal Space"), which Landlord desires to accept, and provided the that Tenant is Kinduct Technologies Inc. and is not in default, Landlord shall give Tenant written notice of such offer, setting forth the rental rate and has not been in substantial or repetitive default under this lease, is itself in occupancy all other terms and conditions of the whole Premisessuch offer, and subject Tenant shall have the exclusive first right and option to any existing rights of other tenants in lease the Building, should the Refusal Space by giving written notice to Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Refusal Space within three (3) business days after such notice, at the same price and on the same terms of any such offer, it being understood that in the event Tenant does not give notice of its intention to exercise said right and option to lease within said three (3) business day period, Landlord shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity be free to lease the Available Refusal Space under upon the same terms and conditions of given to Tenant, and in the said third party offer (event the “ROFR”). The tenant Refusal Space is not leased for any reason, Tenant shall have have, upon the (5) business days after receiving same conditions and notice, the Landlord’s written notice to advise the Landlord in writing that it wishes continuing right and option to lease the Available Spacesame upon the terms of any subsequent offer or offers to lease. For greater certaintyThe termination of Tenant's right of first refusal for the Refusal Space for nonexercise, it is agreed that the automatic and self-executing, however, Tenant shall inform upon request, execute and deliver to Landlord a release of such right and option. Notwithstanding the Landlord foregoing, the right of its total lack first refusal with respect to Suite 206 shall be subordinate and subject to, the rights of interest in the Available Space in order to prevent any unnecessary disclosure existing tenant of confidential information. Should the Tenant elect Suite 206, and an offer to lease by such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be not activate a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee first refusal in favor of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedXxxxxx.

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. Provided no Event of Default hereunder exists and is not in defaultcontinuing, if at any time (and has not been in substantial from time to time) during the term of this Lease (including any extensions or repetitive default under this leaserenewals thereof), is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord shall receive a bona fide third party an offer to leasepurchase the Plant and/or the Warehouse (each such offer, which the Landlord an "Offer to Purchase") and such Offer to Purchase is prepared acceptable to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”)Landlord, the Landlord shall notify Tenant (each such notice, a "Purchase Offer Notice") describing the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditionsconditions of such Offer to Purchase. The Tenant shall thereafter, subject to the following paragraph, have the opportunity continuing right (the "Right of First Refusal") to lease the Available Space under purchase such Plant and/or Warehouse, as applicable, upon substantially the same terms and conditions set forth in the Purchase Offer Notice by delivering to Landlord a notice (a "Notice of the said third party offer Acceptance") exercising its Right of First Refusal with respect to such Plant or and/or Warehouse, as applicable, within fifteen (the “ROFR”). The tenant shall have the (515) business days after receiving receipt of the Landlord’s written notice Purchase Offer Notice. In no event shall Landlord enter into any agreement to advise sell the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer)Premises, the Tenant shat forthwith enter into an agreement amending Plant or the lease Warehouse prior to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions delivery of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer Purchase Office Notice described herein to Tenant and the tenant shall have no further rights pursuant expiration of the fifteen (15) business day period for Tenant to this ROFR provide a Notice of Acceptance to lease such Available SpaceLandlord. The ROFR granted If Tenant fails to provide the tenant Notice of Acceptance as provided herein, Tenant shall be deemed to have waived its Right of First Refusal with respect to such Offer to Purchase and Landlord may proceed with the sale of the Plant and/or the Warehouse, as applicable, pursuant to the Offer to Purchase. A waiver of the Right of First Refusal by Tenant with respect to any given Offer to Purchase shall only be a personal right waiver of the Tenant specific Offer to Purchase described in the Purchase Offer Notice and shall not be assignable or transferable by deemed a waiver of any future Offers to Purchase that Landlord may receive. Notwithstanding anything to the Tenant nor shall it pass contrary provided herein, if at any time Landlord should (a) engage a broker to or devolve upon any assignee or transferee of this lease or market the sale of the rights granted thereby Plant and/or the Warehouse or subtenant (b) otherwise actively solicit bids for the sale of the whole or a portion same, then Landlord shall promptly notify Tenant of its actions. Landlord's obligation to provide notice of its intent to sell the proposed Premises selectedPlant and/or the Warehouse as set forth in the preceding sentence shall in no way relieve Landlord of its obligations to provide Purchase Offer Notices as set forth in this paragraph.

Right of First Refusal. During (Additional Reference Subject) ----------------------- Tenant shall have a right of first offer with respect to certain space consisting of approximately 20,000 rentable square feet on the 400 Level of the C Building (the "Expansion Space") as follows: Upon expiration of the rights of existing tenants of the Expansion Space, and provided such existing tenants elect not to remain in such Expansion Space beyond the termination of their lease terms, before marketing such Expansion Space, Landlord will offer the same to Tenant ("First Offer"). The First Offer will be at $15.00 per rentable square foot through May 31, 1993 and thereafter at prevailing fair market rental rates (which First Offer will so state such prevailing rates) for the space in an "as-is" condition on the date herein with minor cosmetic improvements as reasonably requested by Tenant. Within 20 days of receiving Landlord's First Offer, Tenant may in writing elect to accept the First Offer, in which case an appropriate amendment to this Lease shall be executed forthwith, provided however, that if the First Offer is made during or after the fifth Lease Year of the Term, provided Tenant may elect to accept the First Offer only if Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial already elected or repetitive default under then simultaneously elects to extend the Term of this lease, is itself in occupancy Lease. If Tenant fails to accept such First Offer within such 20 day period (or accepts such offer but fails to execute an appropriate amendment to this Lease within the 10 day period following expiration of the 20 day period), then Landlord may market such space and may enter into any lease for such Space within the 360 day period thereafter so long as the rent and other economic terms taken as a whole Premises, and subject are not more than ten percent (10%) less favorable to any existing rights of other tenants in Landlord than were the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors terms of the Building First Offer (but the “Available Space”term may be longer or shorter than the First Offer term). Should Landlord desire to conclude a lease on materially less favorable terms, the then Landlord shall notify the make another First Offer to Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business reflecting such less favorable terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certaintysame rights as set forth above, it is agreed except that the Tenant 20 day period for accepting such offer shall inform be 10 days and the 10 day period for executing the lease amendment shall be five days (with Landlord of its total lack of interest in the Available Space in order then being free to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the a lease on economic terms not materially less favorable to include the Available Space so leased. Should the Tenant elect not Landlord than those most recently offered to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedTenant).

Right of First Refusal. During Provided the Term, Lease (as defined in the Eleventh Modification to which this Rider No. 2 is attached) is then in full force and effect with at least twelve months remaining in the Lease Term (as extended by this Eleventh Modification) and provided the further that Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself (together with all Permitted Transferees) remains in occupancy of at least one full floor in the whole PremisesOffice Building and no event of default, as defined in Paragraph 13 of the Lease, shall remain uncured (following the expiration of any applicable notice and cure period provided in the Lease), Tenant shall have the continuing right of first refusal as hereinafter described to lease that portion of the space to be leased to a prospective tenant (the “Offered Space”) which is all or part of the space (the “Right of First Refusal Space”) located on the 13th floor of 000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx, the 12th floor of 000 Xxxxxxxx Xxxxx, and the 12th floor of 000 Xxxxxxxx Xxxxx (more specifically shown on Exhibit A-2 attached hereto) at such time as such space becomes Available (as defined below), exercisable at the following times and upon the conditions set forth below. The Right of First Refusal Space (or the applicable portion thereof) shall be deemed “Available” at such time as such space is no longer any of the following: (i) leased or occupied; (ii) assigned or subleased by the then-current tenant of the space; (iii) re-leased by the then-current tenant of the space by renewal, extension or renegotiation (whether agreed to prior to or after the date of this Eleventh Modification); or (iv) subject to an expansion option, right of first refusal, preferential right or similar obligation existing under any existing other tenant leases for the Project as of the date of this Eleventh Modification. Landlord represents that as of the date of this Eleventh Modification, no party has rights of other tenants in the Building, should the Landlord receive a bona fide third party offer superior to lease, which the Landlord is prepared to accept Tenant’s with respect to the Right of First Refusal Space (or any premises located on portion thereof) other than an existing right in favor of HGF with respect to the 16th and 17th floors 13th floor of 000 Xxxxxxxx Xxxxx. Xxxxxxxx agrees not to grant any superior rights to HGF with respect to the Right of First Refusal Space other than those existing in favor of HGF as of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee date of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedEleventh Modification.

Right of First Refusal. During Subject to the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy terms of the whole PremisesPrime Lease, and subject ---------------------- SubLandlord hereby grants to SubTenant, effective as of July 1, 1998, a right of first refusal to lease any existing rights portion of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors fifth floor of the Building that SubLandlord has the right to occupy pursuant to the Prime Lease (the “Available "Option Space”"), the Landlord shall notify the Tenant in writing of its intention . If SubLandlord desires to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions any portion of the said third party offer Option Space on or after July 1, 1998, SubLandlord shall first give SubTenant prior written notice of such intention (the “ROFR”"Offer Notice"). The tenant Offer Notice shall list the portion of the Option Space being offered for rent and the rental price. For a period of thirty (30) days following the date of the Offer Notice, SubTenant shall have the (5) business days after receiving option to lease said portion at the Landlord’s price and on the terms stated in the Offer Notice. SubTenant may exercise its option by written notice to advise SubLandlord given at any time within thirty (30) days following the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions date of the foregoing paragraphsOffer Notice, with occupancy commencing within sixty (60) days of the Landlord maydate of the Offer Notice. If SubTenant does not timely exercise this option or fails to timely occupy such portion after timely exercise of this option, at its sole discretion accept SubLandlord may lease all or any portion of the said third party offer Option Space to any other party, upon any terms it desires, and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant SubTenant shall be deemed to be a personal have waived its right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass first refusal with respect to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a both such portion of the proposed Premises selectedOption Space and the remainder of the Option Space, in each case for the remainder of the SubLease Term. Any sublease pursuant to this Section 9 is subject to obtaining Landlord's prior written consent to the same. SubTenant acknowledges that it does not have any right of first refusal as a result of any lease or sublease of any portion of the fifth floor of the Building entered into by Landlord or SubLandlord before July 1, 1998.

Right of First Refusal. During Subject to the Termprovisions of this Section 2.6, provided the Tenant is Kinduct Technologies Inc. and is not in defaultbefore entering into a binding lease for all or any portion of Suites 1, and has not been in substantial 3 or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located 4 on the 16th and 17th floors fourth (4th) floor of the Building (the “Available First Refusal Space”) with a third party (other than an existing Tenant who leases more square footage in the Park than Tenant), the Landlord shall notify Tenant of the terms on which Landlord proposes to lease such space (“Landlord’s Notice”). Within ten (10) business days after receipt of Landlord’s Notice, Tenant may, by written notice delivered to Landlord, (i) reject Landlord’s Notice, or (ii) unconditionally and irrevocably accept Landlord’s offer to lease such space for Tenant’s own use on the terms set forth in Landlord’s Notice, provided that the expiration date for the term of such First Refusal Space shall have the same expiration date as the current Premises. If Tenant fails to timely respond as aforesaid, such failure shall be deemed Tenant’s rejection of Landlord’s Notice. If Landlord’s Notice is rejected under clause (i) above (or deemed rejected pursuant to the last sentence of the immediately preceding paragraph), then Landlord may enter into a lease for the First Refusal Space subject to Landlord’s Notice and Tenant’s rights under this Section 2.6 shall be of no further force and effect. Notwithstanding the foregoing, in the event that Landlord offers such First Refusal Space to another party at rent which is equal to or less than ninety percent (90%) of the rent offered to Tenant in writing of its intention Landlord’s Notice, Tenant shall again have another option to lease such First Refusal Space pursuant to the Available Space and shall include a copy terms of said third party this Section. If Tenant timely accepts an offer redacted so as to contain all, but onlyset forth in Landlord’s Notice under this Section, the main business terms and conditions. The Tenant shall thereafterapplicable space shall, subject to the following paragraphparagraph below and without further action by the parties, have be leased by Tenant on the opportunity to lease the Available Space under the same accepted terms as provided in this Section 2.6 and conditions otherwise on all of the said third party offer terms of the Lease in effect immediately prior to such expansion (the on an “ROFR”). The tenant shall have the (5) business days after receiving the as is” basis except as otherwise set forth in Landlord’s written notice to advise Notice), provided that, at the request of either party, Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the and Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms promptly execute and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into deliver an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease confirming such Available Space or should the Tenant fail to respond in accordance with the provisions expansion of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer Premises and the tenant shall have no further rights estimated date the Premises are to be expanded pursuant to this ROFR Section with a provision for establishing the effective date of such expansion based on actual delivery. Except as may be set forth in Landlord’s Notice, Landlord’s failure to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right deliver, or delay in delivering, all or any part of the Tenant First Refusal Space, for any reason, shall not give rise to any liability of Landlord, shall not alter Tenant’s obligation to accept such space when delivered, shall not constitute a default of Landlord, and shall not be assignable or transferable by affect the Tenant nor shall it pass to or devolve upon validity of the Lease. Notwithstanding any assignee or transferee provision of this lease Section to the contrary, Tenant’s rights under this Section shall be void, at Landlord’s election, during the period that a default is subsisting or of at the rights granted thereby or subtenant of time the whole or a portion of First Refusal Space would be added to the proposed Premises selectedPremises.

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and Provided this Agreement has not been in substantial terminated pursuant to Article 7 below, if Aegis receives an offer, either written or repetitive default under this leaseverbal, is itself in occupancy or otherwise seeks to license, sell, convey, encumber or otherwise transfer (including by operation of law, through foreclosure, dissolution, bankruptcy or other similar process) all or any portion of the whole PremisesIntellectual Property Rights (“IP Sale”), and subject to any existing rights of other tenants Aegis shall immediately notify Licensee in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building writing (the “Available SpaceFirst Refusal Notice”) of such occurrence(s) and specify the material terms thereof, including the identity and address of the proposed purchaser(s), licensors or other transferees (the “Third Party Purchaser”), the Landlord . Licensee shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, then have the opportunity option and right of first refusal within thirty (30) calendar days of receipt of the First Refusal Notice to lease provide Aegis a written reply notice electing to purchase the Available Space Intellectual Property Rights under the same terms as the IP Sale. If Licensee elects to exercise its right of first refusal as set forth above, Aegis and conditions Licensee shall immediately begin negotiating definitive documents and shall close the transaction as soon as is practical but in no event later than sixty (60) calendar days from the date of Licensee’s receipt of the said third party offer First Refusal Notice; provided, however, that if Licensee elects to exercise its right of first refusal, the purchase price to be paid by Licensee to Aegis shall be reduced by the lesser of (i) $1,000,000 (the “ROFRThreshold”), or (ii) the amount of the purchase price contained in the First Refusal Notice (the “Reduced Purchase Price”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant If Licensee does not elect to lease exercise its right of first refusal as set forth above, the Third Party Purchaser shall be required to pay directly to Licensee the lesser of the Threshold or the Reduced Purchase Price by wire transfer of immediately available funds at the closing of the IP Sale. In the event the IP Sale is for an amount less than the Threshold, Aegis shall be required to pay directly to Licensee the difference between the Threshold and the Reduced Purchase Price by wire transfer of immediately available funds at the closing of the IP Sale. In connection with any transfer of the Intellectual Property Rights to a third party, Aegis shall obtain the written agreement of such Available Space on third party indicating that such third party agrees to be bound by the terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of this Agreement. Any transfer of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to Intellectual Property Rights in contravention of this ROFR to lease such Available Space. The ROFR granted to the tenant Section 2.3 shall be deemed to be a personal right of the Tenant null and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedvoid.

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located twelve (12) month period commencing on the 16th and 17th floors Lease Commencement Date, Tenant shall have a one-time right of first refusal to lease the second floor of the Building (the “Available "Expansion Space”)") from Landlord if, after the Lease Commencement Date and during the initial Term of this Lease, Landlord is or becomes interested in marketing such space. Landlord shall notify the Tenant in writing upon receipt by Landlord from a third party of an offer for any portion of the Expansion Space (including all) that Landlord desires to accept. Tenant shall, within five (5) business days following its receipt of Landlord's notice, indicate in writing its intention to add to the Premises the entire portion of the Expansion Space (including all) so offered by Landlord on the terms and conditions specified herein. Any failure by Tenant to respond to Landlord's notice within such five (5) business day period, or any notice by Tenant specifying Tenant's acceptance of the Expansion Space on terms other than those set forth herein or of only a portion of the Expansion Space so offered by Landlord, shall cause Tenant's rights under this subsection A.(1) to terminate with respect to the Expansion Space so offered, and Landlord shall thereafter be free to lease the Available Expansion Space so offered to another party at any rate and shall include a copy on any terms Landlord chooses. If Tenant is entitled to and gives notice to Landlord within such five (5) business days of said third party offer redacted so as its desire to contain all, but onlyadd the offered Expansion Space to the Premises, the main business entire Expansion Space shall be added to the Premises on the following terms and conditions. The : the Expansion Space so offered shall be delivered by Landlord to Tenant as soon as the same is available and shall thereafter, subject be added to the following paragraph, have the opportunity to lease the Available Space under Premises on the same terms and conditions set forth in this Lease with respect to the Premises (except that the Security Deposit for the Expansion Space shall be prorated such that Tenant shall deposit an amount equal to $1.455 per square foot of Rentable Area within the Expansion Space (per year) of the said third party offer (balance of the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice Term with respect to advise the Landlord in writing that it wishes to lease the Available such Expansion Space. For greater certainty, it is agreed that the Tenant Allowance shall inform be an amount equal to $2.50 per square foot of Rentable Area within the Expansion Space per year of the balance of the Term with respect to the Expansion Space and the Lease Commencement Date with respect to the Expansion Space shall be a date selected by Landlord as the date for Substantial Completion of its total lack Landlord's Work therein) AND the balance of interest in the Available Expansion Space in order to prevent any unnecessary disclosure (i.e., the portion of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in Expansion Space, if any, not covered by the third party offer) shall be added to the Premises and delivered by Landlord to Tenant on the day before the first anniversary of the date Landlord's notice offering Tenant the Expansion Space was given (or sooner, if mutually agreed in writing by Landlord and Tenant), on the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance terms and conditions set forth herein with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted respect to the tenant Expansion Space identified in Landlord's notice. Notwithstanding anything to the contrary contained in this subsection A.(1), Landlord shall be deemed required to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon offer any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.Expansion Space (including all) to Tenant, and Tenant shall be entitled to exercise its rights hereunder with respect thereto, only if, at the time of such offer and exercise, respectively, Tenant is not in default under any of the terms, conditions, provisions or

Right of First Refusal. During In addition to the TermTenant’s rights under Section -2- herein during the period commencing upon acceptance of this Offer to Lease and throughout the Term and any renewal(s) or extension(s) thereof (save and except with respect to the 12th Loyalty Management Group Canada Inc. — Offer to Lease 400 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx floor of the Building for which the period shall commence on the date the Additional Premises have been determined pursuant to Section 2.(b) hereof and only if the Additional Premises as so determined do not consist of the 12th floor of the Building and shall continue throughout the balance of the Term and any renewal(s) or extension(s) thereof), and subject to any rights in existence as of August 29, 2005 in favour of tenants of the Building as of August 29, 2005 and the respective successors and assigns of such tenants (which existing rights in favour of such tenants have been disclosed to Tenant), Tenant shall, provided the Tenant is Kinduct Technologies Inc. and it is not in default, have an ongoing right of first refusal to lease all or any part of any office space that is located on the 12th through 18th floors in the Building to a maximum of 35,396 square feet of Rentable Area (the “Right of First Refusal”). During the period commencing upon acceptance of this Offer to Lease and has not been in substantial during the Term of Tenant’s lease with Landlord, or repetitive default under this lease, is itself in occupancy any renewal(s) or extensions thereof (save and except with respect to the 12th floor of the whole PremisesBuilding for which the period shall commence on the date the Additional Premises have been determined pursuant to Section 2.(b) hereof and only if the Additional Premises as so determined do not consist of the 12th floor of the Building and shall continue throughout the balance of the Term and any renewal(s) or extension(s) thereof), and subject if Landlord receives an acceptable written bona fide offer from an arm’s length third party to lease all or any existing rights part of other tenants any office space that is located on the 12th through 18th floors in the Building, should the then Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall will notify the Tenant in writing of its intention the terms of such acceptable written offer to lease (the Available Space and shall include a copy of said third party offer redacted so as “Acceptable Offer to contain all, but only, the main business terms and conditionsLease”). The Tenant shall thereafterhave five (5) business days from receipt of such notice to unconditionally exercise its Right of First Refusal, subject in writing, delivered to the following paragraphLandlord, have the opportunity to lease that portion of the Available Space under Building covered by the Acceptable Offer to Lease on the same terms and conditions of the said third party offer (the “ROFR”)as provided for in such offer, less any commissions. The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it It is understood and agreed that the Tenant shall inform the Landlord term of its total lack any space leased under this Right of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance First Refusal will be coterminous with the provisions of Term for the foregoing paragraphsLeased Premises, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable any renewal(s) or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedextension(s) thereof.

Right of First Refusal. During (1) Each Holder shall have the Termright, provided exercisable upon giving a written notice to the Tenant is Kinduct Technologies Inc. Transferor and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building Company (the “Available SpacePurchase and Co-Sale Notice”)) within thirty (30) days (the “Option Period”) after its receipt of the Transfer Notice, to purchase up to its Pro Rata Portion (as defined below) of the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under Offered Shares on the same terms and conditions as set forth in the Transfer Notice, subject to Section 5.2(b)(4) below. The Purchase and Co-Sale Notice shall state (i) whether the Holder desires to purchase its Pro Rata Portion of the said third party offer Offered Shares, and (ii) whether the “ROFR”). The tenant shall have Holder elects not to purchase any of the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it Offered Shares but wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or sell a portion of the proposed Premises selectedsecurities held by such Holder pursuant to Section 5.2(c) of this Agreement and the number of securities to be sold (subject to Section 5.2(c)(2)). A Holder has the option to either purchase or sell under this Section 5 and such right shall not be construed as an option to both purchase and sell with respect to the same Transfer. A Holder who elects to purchase its entire Pro Rata Portion of the Offered Shares shall be referred to herein as a “Purchasing Holder”. If any Holder fails to exercise its right to purchase its full Pro Rata Portion of such Offered Shares, the Transferor shall deliver written notice thereof (the “Second Notice”), within five (5) days after the expiration of the Option Period, to each Purchasing Holder and the Company. The Purchasing Holder shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Shares by notifying the Transferor and the Company in writing within ten (10) days after receipt of the Second Notice (the “Re-allotment Period”); provided, however, that if the Purchasing Holders desire to purchase in aggregate more than the number of such unpurchased Offered Shares, then such unpurchased Offered Shares will be allocated to the extent necessary among the Purchasing Holders in accordance with their relative Pro Rata Shares.

Right of First Refusal. During Tenant acknowledges and agrees that Landlord is a subsidiary of Corporate Office Properties Trust, a Maryland real estate investment trust ("COPT") and that COPT, through various affiliates, subsidiaries and related entities owns and intends to own other office buildings within National Business Park (the Term"Park"). As of the date of this Lease, provided COPT, through its affiliates, owns the buildings known as One National Business Park, 131 National Business Park, 133 National Business Park, 134 National Business Park, 135 National Business Park and 141 Xxxxxxxx Xxxxxxxx Xxxx (xxe "Existing Other Park Buildings") Landlord agrees that during the Term of this Lease, Tenant is Kinduct Technologies Inc. and is not shall have a continuing right of first refusal in defaultconnection with a lease from Landlord or from COPT, through its affiliates, of all or any portion of the rentable area in all buildings owned by Landlord or by COPT, through its affiliates (the "Option Space"), whether for the initial leasing of the area or for subsequent releasing, subject to (i) the vacation of the Option Space by the other tenant in the case of a releasing, (ii) the rights of tenants which have leases dated prior to the date of this Lease in the Existing Other Park Buildings, as described on Exhibit "G", and has not been (iii) to the limitations set forth in substantial or repetitive default under this leaseSection. Commencing on the date hereof, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the when Landlord receive receives a bona bona-fide third party offer to lease, lease Option Space which the Landlord is prepared willing to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”)accept, the Landlord shall notify the Tenant in writing of the existence and location of the Option Space which is then available ("Landlord's Offer Notice") and the then Prevailing Expansion Market Rate (as defined below) for the Option Space which is then available, if the Option Space is available after the first five (5) years after the Initial Term. Tenant shall exercise the foregoing right of first refusal by delivering written notice of its intention to lease the Available Option Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the described in Landlord's Offer Notice within five (5) business days after receiving the Tenant's receipt of Landlord’s written 's Offer Notice. Tenant's election notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space specify all or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a which portion of the proposed Option Space for which Tenant is exercising such right of first refusal. As used in this Section 52, the term "Prevailing Expansion Market Rate" shall mean the then prevailing market rate being charged for comparable new space in comparable office buildings constructed no later than one (1) year after completion of the Building within a ten (10) mile radius of the Premises selected(excluding the Town Center of Columbia, Maryland), with consideration given for the amount of space occupied by Tenant, construction allowances, commissions, free rent, and other concessions or premiums or lack thereof, no vacant time in the Premises and consistency within Landlord's portfolio.

Right of First Refusal. During If at any time during the first two years of the Lease Term, provided Landlord receives a solicited or unsolicited offer ("Third Party Offer") from any person or entity to lease all or any part of the Tenant is Kinduct Technologies Inc. space identified on Exhibit A-1 as the "ROFR Space" (consisting of 6,063 rentable square feet of space on the 3rd floor, the "ROFR Space") and is not if Landlord, in default, and has not been in substantial or repetitive default under this leasegood faith, is itself in occupancy willing to accept such offer, then Landlord will promptly provide Tenant with written notice of the whole Premisesterms and conditions of such Third Party Offer. Tenant will have ten business days after its receipt of Landlord's notice to provide Landlord with written notice that it elects to lease the ROFR Space upon the identical terms and conditions set forth in the Third Party Offer (except that the termination date of Tenant's leasing of the ROFR Space will be the Termination Date of Tenant's leasing of the original Leased Premises hereunder). If Tenant fails to provide Landlord with any such written notice within the aforementioned ten business day period or if Tenant expressly declines to exercise its right of first refusal within such ten business day period, then, in either such event, Tenant's right of first refusal for the ROFR Space will automatically terminate and Landlord will thereafter have the right to accept the Third Party Offer. If Tenant elects to exercise its right of first refusal within the aforementioned ten business day period, then Landlord and Tenant will enter into an Addendum to Lease, which sets forth the terms and conditions of Tenant's leasing of the ROFR Space, the terms and conditions of which will be identical to those set forth in the Third Party Offer except as set forth above. If the ROFR Space is leased to anyone other than to Tenant, then if at any time during the remainder of the first two years of the Lease Term, Landlord receives a Third Party Offer from any person or entity to lease the last approximately 5,000 rentable square feet of unencumbered (i.e., subject to any existing rights of no other tenants in the Building, should the Landlord receive a bona fide third party offer tenant's option to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of ) space in the Building (the “Available "Back-up Space”)") and if Landlord, in good faith, is willing to accept such offer, then Landlord will promptly provide Tenant with written notice of the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of such Third Party Offer for the said third party offer (the “ROFR”)Back-up Space. The tenant shall Tenant will have the (5) ten business days after receiving the its receipt of Landlord’s 's notice to provide Landlord with written notice to advise the Landlord in writing that it wishes elects to lease the Available Space. For greater certainty, it is agreed that Back-up Space upon the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such identical terms and conditions (exactly as set out forth in the third party offerThird Party Offer (except that the termination date of Tenant's leasing of the Back-up Space will be the Termination Date of Tenant's leasing of the original Leased Premises hereunder). If Tenant fails to provide Landlord with any such written notice within the aforementioned ten business day period or if Tenant expressly declines to exercise its right of first refusal within such ten business day period, then, in either such event, Tenant's right of first refusal for the Back-up Space will automatically terminate and Landlord will thereafter have the right to accept the Third Party Offer for the Back-up Space. If Tenant shat forthwith elects to exercise its right of first refusal within the aforementioned ten business day period, then Landlord and Tenant will enter into an agreement amending Addendum to Lease, which sets forth the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions terms and conditions of Tenant's leasing of the foregoing paragraphsBack-up Space, the Landlord may, at its sole discretion accept terms and conditions of which will be identical to those set forth in the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedThird Party Offer except as set forth above.

Right of First Refusal. During the Term, provided the Provided Tenant is Kinduct Technologies Inc. and is not then in default, and has not been in substantial or repetitive default under this leasethe Lease, is itself in occupancy of Tenant shall have the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located right exercisable on the 16th and 17th floors of the Building seven (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention 7) business days prior written notice to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject any space contiguous to the following paragraph, have the opportunity to lease the Available Space under Premises on the same terms and conditions as the Landlord may receive in writing from and signed by a third party. Such right of first refusal shall not apply to renewals or extensions of leases currently in effect in the Building. If Landlord receives a bona fide, arm’s length offer from some third party for the lease thereof which Landlord wishes to accept, Landlord shall furnish a copy of the said third party offer to Tenant within seven (the “ROFR”). The tenant shall have the (57) business days after receiving receipt from the Landlord’s third party, and offer to lease the space to Tenant with the same deposit on the same terms and conditions, using the same lease form. Tenant shall have seven (7) business days after receipt of an offer from Landlord within which to give written notice to advise the Landlord in writing that it wishes of Tenant’s election to lease the Available Space. For greater certainty, it is agreed that space on the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such same terms and conditions (exactly as set out in and deliver the third party offer)deposit to Landlord. Upon a timely election to lease, the Landlord and Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be have (i) entered into a personal right written lease with the same terms, conditions, and form as made by the third-party and Landlord and Tenant shall thereafter execute and deliver a lease to that effect (the “Expansion Space Lease”); and (ii) extended the then current term of this Lease to the ending date of the Tenant and Expansion Space Lease; provided, however, that the then current term of this Lease shall not under any circumstances be assignable or transferable by shortened even if the Tenant nor shall it pass Expansion Space Lease ends prior to or devolve upon any assignee or transferee the Ending Date of this Lease. If Landlord does not receive the deposit and a timely written election to lease or from Tenant within the seven (7) business days, it is an election by Tenant not to lease. All rights of the rights granted thereby or subtenant of the whole or first refusal end upon an election not to lease as provided above. LANDLORD: CITIZENS RESERVE, LLC, a portion of the proposed Premises selected.Florida Limited Liability Company By: Dxxxxx X. Xxxxxx Manager WITNESS WITNESS TENANT: CITIZENS NATIONAL BANK OF SOUTHWEST FLORIDA, N.A. WITNESS By: Mxxxxxx X. XxXxxxxx Chief Executive Officer

Right of First Refusal. During the Term, provided the Provided that (i) Tenant is Kinduct Technologies Inc. and is not then in default, and has not been in substantial or repetitive default under this leaseLease beyond any applicable notice and cure period and no condition exists which, with the giving of notice or passage of time or both, would constitute an Event of Default hereunder, (ii) this Lease is itself then in full force and effect, (iii) the Tenant named herein has not assigned this Lease (other than pursuant to a Permitted Transfer) or sublet any part of the Premises and is then in actual occupancy of the whole Premisesentire Premises demised hereunder, and subject (iv) Tenant's financial condition meets the financial criteria Landlord requires for the lease of such space, if, during the initial Term, Landlord receives a proposal or expression of intent to lease from a third party which Landlord is willing to accept ( an "Offer") for the lease of all or any existing rights portion of other tenants in any adjacent space on the third (3rd) floor of the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the then Landlord shall notify Tenant of the Offer and shall provide Tenant in writing with a redacted copy of its intention the Offer, for verification purposes. Tenant shall thereupon have the one time right and option to lease the Available Space space described in the Offer (the "Offered Space") upon such terms and shall include a copy conditions as are set forth in the Offer by delivering final and irrevocable notice to Landlord within five (5) days after receipt of said third party offer redacted so as Landlord's notice, time being of the essence. Promptly following Tenant's election to contain all, but onlythe lease the Offered Space, the main business terms and conditions. The Tenant parties shall thereafterenter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Premises; provided, subject however, that the execution of such amendment shall not be a condition to the following paragraph, have the opportunity effectiveness of Tenant's election to lease the Available Offered Space. If Tenant fails to lease the Offered Space under in compliance with the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the this section then Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to under this ROFR to lease such Available Spacesection. The ROFR granted Tenant's rights under this section will be subject to the tenant shall be deemed to be a personal right rights of expansion, renewal, first refusal, first offer, or similar rights contained in any then existing lease or leases of the Tenant and Offered Space, as the same may be amended from time to time. Landlord shall not be assignable liable for any damages for any holdover tenant or transferable by the Tenant nor shall it pass to or devolve upon other occupant of any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedOffered Space.

Right of First Refusal. During Provided that at the Term, provided the time Tenant exercises its rights under this Section: (i) there is Kinduct Technologies Inc. and is not in defaultthen outstanding no Event of Default of Tenant under this Lease, and (ii) Tenant has not been in substantial assigned or repetitive default under this lease, is itself in occupancy subleased more than fifty percent (50%0 of the whole rentable floor area then comprising the Premises, and subject to provided that any existing and all rights of first refusal of other tenants in the BuildingBuilding have elapsed, should specifically TVisions, Inc.'s right of first refusal for Suite 23, then in the event that Landlord receive a bona fide receives any written offer (an "Offer") from any third party (a "Third Party Offeror") to lease (i) any space on the second floor in the Building which may thereafter become available to lease or (ii) additional space added to the Building as a result of an addition to the Building ("Available Space"), Landlord shall have such offer memorialized in writing and furnish Tenant with a notice (the "ROFR Notice") accompanied by a copy of such written offer offering Tenant the option to lease such Available Space on the terms and conditions specified in the Offer (a "Right of First Refusal")and otherwise are the terms and conditions of this lease, which . In the Landlord is prepared event Tenant elects to accept exercise its Right of First Refusal with respect to any premises located such Available Space, Tenant shall send to Landlord notice of such election together with a certified or bank check in the amount of one-twelfth (1/12) of the annual fixed rent rate for said Available Space (as set forth in the Offer) and said Available Space shall thereafter be leased to Tenant on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of set forth in the said third party offer (Offer. In the “ROFR”). The tenant shall have the event such notice and check are not sent to Landlord within five (5) business days after receiving the Landlord’s written notice ROFR Notice with respect to advise the Landlord in writing that it wishes to lease the any such Available Space. For greater certainty, it is agreed that the or if after giving notice of election of its Right of First Refusal with respect to any such Available Space, Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at perform its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR obligation to lease such Available Space. The ROFR granted , then Landlord may retain the deposit delivered by Tenant and may lease said Available Space to the tenant shall be deemed to be a personal right of Third Party Offeror, or any affiliate thereof, upon the Tenant terms and shall not be assignable or transferable by conditions contained in the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedOffer.

Right of First Refusal. During the TermTenant shall have, provided the Tenant is Kinduct Technologies Inc. and is not hereby granted, a right of first refusal ("Right of First Refusal") set forth in defaultthis Section 45, and has not been in substantial or repetitive default under this lease, is itself in occupancy regarding that certain 10,000 (approximately) rentable square feet of the whole Premises, and subject to any existing rights of other tenants space located in the Building, should adjacent to the Leased Premises and outlined in blue on the floor plan attached hereto, initialed and made a part hereof as Exhibit "I" ("First Refusal Space"). In the event Landlord receive receives (or submits) a bona fide proposal to lease all or any portion of the First Refusal Space from (or to) any third party offer to lease, which the and if Landlord is prepared to accept with respect lease the First Refusal Space to the third party on such terms, Landlord shall give Tenant notice and a copy of the proposed terms of such lease, and Tenant shall have the right (but not the obligation) to lease all of the First Refusal Space as is described in such proposal on the terms set forth in Landlord's notice by giving notice thereof to Landlord within fourteen (14) days after the time Tenant receives such notice from Landlord; provided that if Tenant exercises its Right of First Refusal, Tenant shall lease the greater of 5,000 rentable square feet of the First Refusal Space or the portion to be leased pursuant to the third party proposal. If Tenant fails to exercise the foregoing Right of First Refusal within fourteen (14) days after the time Tenant receives Landlord's notice, such Right of First Refusal shall terminate, Landlord shall have the right to lease such First Refusal Space to any premises located on the 16th third party and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention have no further obligation to offer to lease the Available First Refusal Space and shall include a copy to Tenant. If Tenant elects to exercise such Right of said third party offer redacted so as to contain allFirst Refusal, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available First Refusal Space under upon the same terms and conditions of the said third party offer set forth in Landlord's offer, and within thirty (the “ROFR”). The tenant shall have the (530) business days after receiving the Landlord’s written notice to advise the Tenant's election, Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the and Tenant shall inform execute an agreement (i) consistent with the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions of said offer and (exactly as set out ii) otherwise substantially in the form of this Lease acceptable to Landlord and Tenant. If Tenant fails to exercise the foregoing Right of First Refusal within fourteen (14) days after the time Tenant receives Landlord's notice, Landlord agrees not to enter into a lease with the third party offer), on terms that are materially more advantageous (in Landlord's reasonable opinion) to such third party than the terms set forth in the bona fide proposal until Landlord has again given Tenant shat forthwith enter into notice and a copy of the proposed terms of such lease and an agreement amending the lease additional forty-eight (48) hours to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond exercise Tenant's Right of First Refusal in accordance with the foregoing paragraph. In addition, Landlord agrees to use its best reasonable efforts to apprise Tenant of interest by third parties in the First Refusal Space that will result, in Landlord's opinion, in a bona fide proposal from (or to) such third party to lease the First Refusal Space. Notwithstanding any other provisions of this Section 45 to the foregoing paragraphscontrary, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right Right of the Tenant and First Refusal shall not be assignable exercisable or transferable by available to Tenant if (i) at the time such right would otherwise be exercisable, an Event of Default, as defined in Section 24, has occurred and is continuing, or (ii) Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.shall

Right of First Refusal. During (a) Tenant shall have a "Right of First Refusal" during the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy Term of the whole Premises, Lease to lease the space consisting of 14,741 rentable square feet as shown on Exhibit B (the "First Refusal Space") attached hereto and subject to any existing rights of other tenants in the Building, should the made a part hereof. Landlord receive will notify Tenant when Landlord has received a bona fide third party offer to lease, which letter of intent or term sheet (the Landlord is prepared to accept "Third Party LOI") from a prospective tenant with respect to any premises located on the 16th First Refusal Space. Landlord's notice shall specify the date of availability and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same all other material terms and conditions of which will apply to such First Refusal Space as contained in the said third party offer Third Party LOI. Tenant will notify Landlord within two (the “ROFR”). The tenant shall have the (52) business days after receiving of Landlord's notice if Tenant wishes to lease such first Refusal Space from Landlord on the Landlord’s written notice to advise the terms and conditions so specified. If Tenant notifies Landlord in writing that it wishes to lease the Available First Refusal Space. For greater certainty, it is agreed that the Landlord and Tenant shall inform execute an amendment of the Lease within an additional fifteen (15) business days incorporating such terms and conditions from the Third Party LOI into the Lease. If Tenant fails to notify Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the within said two (2) business day period that Tenant elect intends to lease such Available First Refusal Space, or Tenant fails to execute an amendment to this Lease within said fifteen (15) business day period (either period, "Tenant's Exercise Period"), Landlord shall be entitled to lease the First Refusal Space to the third party which received the Third Party LOI on such terms and conditions not materially different than those contained in the Third Party LOI. If, however, (i) Landlord fails to enter into a lease with such third party for the First Refusal Space on such terms and conditions (exactly as set out not materially different than those contained in the third party offer)Third Party LOI within sixty (60) days after the expiration of Tenant's Exercise Period, or (ii) Landlord shall determine that it wishes to pursue business terms which are "materially different" from those set forth in the Third Party LOI, then Tenant's Right of First Refusal as to such First Refusal Space shall thereupon be reinstituted for an additional period of two (2) days after Landlord either (1) notifies Tenant that the conditions described in clause (i) above have occurred, or (2) provides Tenant with a new or revised Third Party LOI proposing the different business terms contemplated under clause (ii) above. For purposes of this Section, the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions term "materially different" means and refers solely to: (a) a "net effective rent" (calculated as a function of the foregoing paragraphsbase rental rate, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right length of the Tenant fixed initial term, the base year, additional rent provisions, the proposed tenant improvement allowance and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or all other monetary concessions and/or free rent) which is less than 97.5% of the rights granted thereby or subtenant of net effective rent described in the whole or a portion of the proposed Premises selectedoriginal Third Party LOI.

Right of First Refusal. During From and after the date hereof and during the Term, provided Landlord shall not sell, transfer or otherwise dispose of or convey all or part of Landlord’s fee interest in the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject Premises to any existing rights of other tenants in the Building, should the third party until and unless Landlord receive shall have obtained a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building therefor (the “Available SpaceLandlord’s Offer”), the Landlord delivered written notice thereof to Tenant, which notice shall notify the Tenant in writing of its intention to lease the Available Space contain a true and shall include a accurate copy of said third party offer redacted so Landlord’s Offer, and offered to sell, transfer or otherwise dispose of such fee interest to Tenant at the same price and, except as to contain allhereafter provided, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under upon the same terms and conditions as contained in Landlord’s Offer, and Xxxxxx has not elected to exercise its right of the said third party offer first refusal in accordance herewith. If Tenant shall either deliver written notice of rejection of Landlord’s Offer to Landlord or fail to deliver written notice of acceptance of Landlord’s Offer within thirty (the “ROFR”). The tenant shall have the (530) business days after receiving the date of receipt of Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certaintynotice, it is agreed that the Tenant shall inform the Landlord of its total lack of Landlord’s fee interest in the Available Space Premises may, during the one hundred eighty (180) days thereafter, be sold, transferred or otherwise disposed of to the original offeror at the same price and upon the same terms and conditions as contained in order Landlord’s Offer. In the event Tenant rejects Xxxxxxxx’s Offer or fails to prevent any unnecessary disclosure accept Xxxxxxxx’s Offer in accordance herewith, this Lease and all of confidential information. Should the Tenant elect to lease such Available Space on such its terms and conditions (exactly as set out including this right of first refusal) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the third party offer)Premises shall be bound thereby. Failure of Tenant to exercise its right of first refusal on one or more occasions shall not affect Tenant’s right to exercise it on any subsequent occasion. Any sale or transfer of the Premises, the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond any part thereof, other than in accordance strict compliance with the provisions terms of this Section shall be null and void and of no effect as to Tenant, and Tenant shall be entitled to purchase the foregoing paragraphsPremises from the purchaser upon the same terms and conditions and at the same price specified in Landlord’s Offer, provided Tenant notifies Landlord of its election thirty (30) days after receipt of notice that complies with the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Spacerequirements hereof. The ROFR granted making of Lease Payments to the tenant such purchaser or otherwise treating such purchaser as Landlord shall not be deemed to be a personal waiver of Tenant’s right of the first refusal or any other right or privilege of Tenant and shall not create an estoppel with respect thereto. Any sale or transfer of Landlord’s interest in the Premises, or any part thereof shall be assignable or transferable by expressly made subject to all of the Tenant nor shall it pass to or devolve upon any assignee or transferee terms, covenants and conditions of this lease Lease. In the event Landlord’s Offer provides for the sale and purchase of Landlord’s interest in the Premises and other property, Tenant shall only be required to purchase all the Premises in the event it desires to exercise its right of first refusal hereunder. In the event Tenant exercises its right of first refusal then, notwithstanding the terms of Landlord’s Offer (i) Landlord shall convey title to the Premises by warranty deed approved by Xxxxxx and the title company; (ii) title to the Premises shall be free and clear of any liens and encumbrances except the lien for current taxes which are not delinquent at the time of closing and such other exceptions to title as may have been created by Tenant during the Term or as existed on the date hereof and/or were approved by Tenant thereafter; and (iii) title to the Premises shall otherwise comply with the terms of this Lease as they pertain to condition of title. Upon such election by Xxxxxx, Landlord and Xxxxxx agree to act in good faith to consummate a purchase agreement for the rights granted thereby or subtenant Premises incorporating the express terms of Landlord’s Offer and other customary terms and provisions for similar transactions of similar property located in the whole or a portion of same geographic area as the proposed Premises selectedPremises.

Right of First Refusal. During Except in the Termevent of a Permitted Transfer, provided if Tenant desires to assign Tenant's interest in the Premises or to sublease fifty percent (50%) or more of the Premises for the balance of the Term (collectively, a "Transfer"), Tenant is Kinduct Technologies Inc. shall be required to provide to Landlord a written offer (which may be given prior to or concurrently with the Tenant's Transfer Notice) that includes all of the substantial business terms that Tenant would offer to a Transferee and is which Tenant would execute if Landlord does not in defaultaccept Tenant's offer (the "Offer"), and has not been shall offer to Transfer Tenant's interest in substantial or repetitive default under this lease, is itself in occupancy that portion of the whole Premises, and Premises that is the subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Offer to Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business on such terms and conditions. The Tenant Landlord shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions fifteen (15) days from Landlord's receipt of the said third party offer (Offer to accept the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s Offer by written notice to advise Tenant or to approve or disapprove the Transfer as provided in Section 14.3. If Landlord in writing that it wishes to lease accepts the Available Space. For greater certaintyOffer, it is agreed that the Landlord and Tenant shall inform consummate the Transfer within fifteen (15) days after Landlord's written notice of acceptance. The Transfer shall be consummated by Tenant's delivery to Landlord of its total lack a good and sufficient assignment of interest in lease (if the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions Transfer covers all of the foregoing paragraphs, Premises) or sublease (if the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or Transfer covers a portion of the proposed Premises selectedPremises). In the case of a sublease, Landlord shall obtain Tenant's prior written consent of any third party that Landlord will grant the right to occupy the relevant portion of the Premises, which consent shall not unreasonably be withheld or delayed. If Landlord does not accept the Offer, then in the event the terms of the Transfer are materially changed during subsequent negotiations to be more favorable to the Transferee than those included in the Offer, Tenant shall again deliver to Landlord an Offer in accordance with this Section, offering the interest to Landlord on such more favorable terms. Landlord shall then have another period of fifteen (15) days after receipt of such Offer to accept such Offer.

Right of First Refusal. During Subject to the Termlast sentence of this paragraph, provided in addition to the Tenant is Kinduct Technologies Inc. rights granted to Agent and is not in defaultthe Lenders pursuant to Section 2.13 hereof, Borrower, Holdings and Parent Entity hereby agree that, if at any time prior to the date that all of the Revolving Advances, all accrued and unpaid, costs, fees and expenses relating to the Revolving Advances, and has not all accrued and unpaid interest (including any Revolving Advance Prepayment Additional Interest and Additional Interest) relating to the Revolving Advances have been indefeasibly paid in substantial full in cash and the Revolving Loan Commitments terminated, Borrower, Holdings or repetitive default under this leaseany Subsidiary of Borrower, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive Holdings or Parent Entity shall have obtained a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third third-party offer (the “ROFRThird-Party Offer”) (for the avoidance of doubt, a bonafide, fully negotiated and executed term sheet delivered by the applicable lender to Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity, as applicable, together with a commitment letter, if any, shall qualify as a “Third-Party Offer” hereunder) for any refinancing of the Revolving Loans or any similar ABL or borrowing base (however described) revolving financing (including in the form of a repurchase agreement transaction) of Leases to be originated, acquired or otherwise held by Holdings, Borrower, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity that is formed for the purpose of originating Leases, Borrower, Holdings or Parent Entity shall, in writing within five (5) Business Days of receipt of such offer, promptly inform Agent (such writing to Agent is referred to herein as the “First Refusal Offer”) of such Third-Party Offer and the terms and conditions of such Third-Party Offer (and, if such Third-Party Offer is in writing, shall attach a copy of such Third-Party Offer to such First Refusal Offer) and, in such First Refusal Offer, shall offer to Agent a right of first refusal in respect of such financing or refinancing. Agent’s right of first refusal shall grant Agent the right to, within fifteen (15) days after the receipt of such First Refusal Offer, deliver a writing to Borrower, Holdings and Parent Entity (the “Acceptance”) stating that Agent and Lenders agree to extend such financing on Material Terms which shall be the same or more favorable (taken as a whole) to the applicable borrower than the Material Terms of financing under such Third-Party Offer (as such Material Katapult SPV-1 LLC – Loan and Security Agreement Terms were communicated to Agent by Borrower, Holdings or Parent Entity or such Affiliate), it being agreed and understood that, with respect to any such Third-Party Offer, the (i) aggregate principal amount, (ii) pricing (including, without limitation, interest rate, closing, commitment, structuring, arrangement or similar fees and original issue discount) and payment and prepayment terms and conditions, (iii) term and/or duration, (iv) financial covenants, borrowing base or availability, (v) events of default, (vi) material conditions to closing and borrowing, (vii) operational covenants, including as to debt, liens, investments, prepayments and repayments of other debt, use of proceeds, dividends and distributions, reporting, access to cash, and (viii) collateral and transaction structure (with respect to any financing, such material terms are referred to as “Material Terms”). The tenant Upon receipt of the Acceptance by Borrower, Holdings or Parent Entity, Agent and one or more of the Lenders or their respective Affiliates, on the one hand, and Borrower, Holdings, Parent Entity or the applicable Subsidiary, on the other hand, shall, in good faith negotiate an agreement for such financing on the terms set forth in such Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent set forth in (or incorporated by reference) in the Acceptance). If Agent shall have declined to exercise its right under such First Refusal Offer, or shall have failed to timely respond within fifteen (15) Business Days to such First Refusal Offer or shall have offered a counterproposal to Borrower, Holdings or Parent Entity in respect of such First Refusal Offer, Borrower, Holdings, Parent Entity or such applicable Subsidiary shall be free to close such Third-Party Offer within one hundred twenty (120) days of the date of such First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Offer (5as communicated to Agent). If Borrower, Holdings, Parent Entity or such applicable Subsidiary shall have failed to so close such financing within said one hundred twenty (120) business days after receiving or if the Landlord’s written notice to advise material terms of such financing are modified from the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord description of its total lack of interest such terms in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer)Third-Party Offer, the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be then a personal new right of first refusal for the Tenant benefit of Agent with respect to such financing shall immediately arise. Borrower, Holdings and shall not be assignable or transferable by Parent Entity agree to inform any Person making a Third-Party Offer of Agent’s and Xxxxxx’s rights under this Section 6.16 in respect thereof. Notwithstanding the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of foregoing, the rights granted thereby to Agent and the Lenders pursuant this Section 6.16 shall not apply following the Public Company Transition Date with respect to any Third-Party Offer for a bond issuance, public securitization or subtenant a syndicated corporate credit facility. For the avoidance of doubt, any refinancing of the whole Class A Obligations with a financing similar in nature to the terms of this Agreement shall be subject to a right of first refusal under this Section 6.16. Borrower and Holdings covenant and agree not to form, or a portion consent to or otherwise acquiesce in the formation of, any Affiliate, or otherwise use any Subsidiary existing on the Closing Date, to originate, acquire or finance any Leases in circumvention of the proposed Premises selectedintent of the covenants, agreements and obligations set forth in this Section 6.16.

Right of First Refusal. During Provided that at the Termtime Tenant exercises its rights under this Section: (i) there is then outstanding no Event of Default of Tenant under this Lease, provided the (ii) Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial assigned or repetitive default under this lease, is itself in occupancy subleased (or agreed to assign or sublease) more than fifty percent (50%) of the whole rentable floor area then comprising the Premises, and subject to any existing rights and, (iii) at least two Lease Years have elapsed under the Term of other tenants this Lease, then in the Building, should the event that Landlord receive a bona fide receives any written offer (an "Offer") from any third party offer (a "Third Party Offeror") to leaselease any space in the Building which may thereafter become available to lease ("Available Space"), which Landlord shall furnish Tenant with a notice (the Landlord is prepared "ROFR Notice") offering Tenant the option to accept lease such Available Space on the terms and conditions specified in the Offer (a "Right of First Refusal"). In the event Tenant elects to exercise its Right of First Refusal with respect to any premises located such Available Space, Tenant shall send to Landlord notice of such election together with a certified or bank check in the amount of one twelfth (1/12) of the annual fixed rent rate for said Available Space (as set forth in the Offer) and said Available Space shall thereafter be leased to Tenant on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of set forth in the said third party offer (Offer. In the “ROFR”). The tenant shall have the event such notice and check are not sent to Landlord within five (5) business days after receiving the Landlord’s written notice ROFR Notice with respect to advise the Landlord in writing that it wishes to lease the any such Available Space. For greater certainty, it is agreed that the or if after giving notice of election of its Right of First Refusal with respect, to any such Available Space, Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at perform its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR obligation to lease such Available Space. The ROFR granted , then Landlord may retain the deposit delivered by Tenant and may lease said Available Space to the tenant shall be deemed to be Third Party Offerer, or any affiliate thereof, upon the terms and conditions contained in the Offer. Any person dealing with such Available Space may without further inquiry conclusively rely upon a personal right representation in a certificate or notice of lease of the Tenant and shall Landlord or its successors in title to said Available Space as to whether or not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee provisions of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedsection have been satisfied.

Right of First Refusal. During At the Term, provided the Tenant is Kinduct Technologies Inc. time of Closing Seller and is not Purchaser shall enter into an agreement in default, and has not been in substantial recordable form whereby Seller grants to Purchaser a right of first refusal to purchase all or repetitive default under this lease, is itself in occupancy any part of the whole Premises, southerly portion of the Total Property (other than the Land and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to leaseImprovements), which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building commonly known as 4700 Broadmoor, Grand Rapids, Michigan (the “Available SpaceRemaining Property”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under on the same terms and conditions of as contained in a contract to purchase, exchange or otherwise acquire the said third party offer Remaining Property or any part thereof, which was presented to Seller, or negotiated with Seller, by a bona fide and financially competent purchaser and which Seller is willing to accept (the “ROFRContract”); provided, however, if the Contract includes the sale of any property in addition to the Remaining Property, then Purchaser’s right of first refusal shall only apply to Remaining Property or the part thereof described in the Contract and the purchase price therefore shall be fairly and equitably allocated to the Remaining Property or the part thereof to be sold pursuant to the Contract. Upon receipt of, or completion of the negotiation for, the Contract, Seller shall promptly deliver a copy of the Contract to Purchaser and Purchaser shall have fourteen (14) days within which to notify Seller that Purchaser is exercising this right of first refusal (the “Purchase Offer Notice”). The tenant shall have To be effective the (5) business days after receiving Purchase Offer Notice must include an Xxxxxxx Money check in an amount equal to the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions amount of the foregoing paragraphsinitial xxxxxxx money required to be deposited under the Contract, the Landlord maywhich amount shall be deposited with an escrow agent satisfactory to Seller and Purchaser. If Purchaser so exercises this right of first refusal, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant then Purchaser shall be deemed to be a personal the purchaser of the Remaining Property to be sold pursuant to the Contract on the same terms and conditions as contained in the Contract, except that, as indicated above, if the Contract involves the sale of property in addition to the Remaining Property, Purchaser’s right of first refusal shall only apply to the Tenant Remaining Property or the part thereof to be sold pursuant to the Contract and the purchase price therefore shall be allocated accordingly. If Purchaser does not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee deliver timely notice of its exercise of this lease or right of first refusal, then Seller shall be entitled to proceed to close the sale of the rights granted thereby or subtenant Remaining Property to be sold pursuant to the Contract with the bona fide purchaser on the terms of the whole or a portion Contract. If any material term of the proposed Premises selectedContract is changed in any material way to the benefit of the bona fide purchaser, then Seller shall deliver a copy of the revised Contract or any amendment thereto to Purchaser and this right of first refusal shall again be applicable to the Contract as so revised or amended.

Right of First Refusal. During So long as Tenant and its Permitted Transferees, collectively, are leasing and operating for business in a minimum of two hundred fifty thousand (250,000) square feet of rentable area at the TermProject, provided if Landlord receives a bona-fide third-party offer on the Refusal Space, which Landlord is willing to accept, then Landlord shall deliver the Refusal Notice. Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy shall have ten (10) Business Days from the date of the whole PremisesRefusal Notice to notify Landlord, and subject to any existing rights of other tenants in the Buildingwriting, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the that Tenant in writing of its intention desires to lease the Available Refusal Space and shall include a copy of said third party offer redacted so as to contain all, but only, on the main business terms and conditionsconditions set forth in the Refusal Notice. The If Tenant shall thereafter, subject to the following paragraph, have the opportunity does not notify Landlord that it desires to lease the Available Refusal Space under on the same terms and conditions of set forth in the said third party offer (the “ROFR”). The tenant shall have Refusal Notice within the (510) business days Business Day period prescribed herein, and within ten (10) Business Days after receiving the Landlord’s written notice request enter into a lease amendment prepared by Landlord which adds the Refusal Space to advise the Landlord in writing that it wishes to lease Premises upon the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly set forth in Landlord’s Refusal Notice and this Lease and incorporating the provisions of Sections 21.3 and 21.4, then, except as provided below, Landlord may lease all or any part of the Refusal Space to such bona-fide third-party at the terms and conditions set out forth in the third Refusal Notice. If Landlord and any such bona-fide third-party offer), the Tenant shat forthwith tenant do not enter into an agreement amending a lease for the lease Refusal Space within nine (9) months after the date of the Refusal Notice, then Landlord shall promptly notify Tenant thereof and Landlord must again re-offer the Refusal Space to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedSection 21.2.

Right of First Refusal. During Provided that (i) Tenant is not then in default under the TermLease beyond applicable notice and cure periods, provided (ii) the Lease is then in full force and effect, and (iii) the Tenant is Kinduct Technologies Inc. and is not in default, and named herein has not been assigned the Lease (other than to an Affiliate) or sublet any part of the Premises (other than to an Affiliate) and either Tenant or an Affiliate is then in substantial or repetitive default under this lease, is itself in actual occupancy of the whole Premisesentire Premises demised thereunder, and subject if, during the period commencing on the Effective Date and terminating on November 30, 2019 (the “ROFR Period”), Landlord receives a proposal or expression of intent to lease from a third party which Landlord is willing to accept (an “Offer”) for the lease of all of (a) any existing rights of other tenants contiguous space in the Building, should or (b) any space containing a minimum of 5,000 square feet of space in either of the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located other two (2) buildings on the 16th and 17th floors of the Building (the “Available Space”)Real Property, the then Landlord shall notify Tenant of the Tenant in writing of its intention to lease the Available Space Offer and shall include a redacted copy of said third party offer redacted so as to contain all, but only, the main business terms and conditionsletter of intent for the Offer (“First Refusal Notice”). The Tenant shall thereafter, subject to the following paragraph, thereupon have the opportunity one time right and option to lease the Available Space under space described in the same Offer (the “Offered Space”) upon such terms and conditions of as are set forth in the said third party offer (the “ROFR”). The tenant shall have the Offer by delivering final and irrevocable notice to Landlord within five (5) business days after receiving receipt of the LandlordFirst Refusal Notice, time being of the essence. Promptly following Tenant’s written notice election to advise the lease the Offered Space, the parties shall enter into a supplemental agreement to the Lease on a form prepared by Landlord in writing incorporating the Offered Space as part of the Premises, provided, however, that it wishes the execution of such supplemental agreement shall not be a condition to the effectiveness of Tenant’s election to lease the Available Offered Space. For greater certainty, it is agreed that If Tenant fails to lease the Tenant shall inform the Landlord of its total lack of interest in the Available Offered Space in order to prevent any unnecessary disclosure of confidential information. Should compliance with the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the of this Section then Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant under this Section with respect to this ROFR the Offered Space described in the First Refusal Notice. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) not to lease the Offered Space, Landlord intends to enter into a lease upon terms which are materially more favorable to a third (3rd) party tenant than the terms set forth in such Available SpaceFirst Refusal Notice, Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the space described in the First Refusal Notice on such materially more favorable terms. The ROFR granted Tenant's failure to elect to lease the tenant space described in the First Refusal Notice upon such materially more favorable terms by written notice to Landlord within three (3) business days after Tenant's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant's election not to lease such space upon such materially more favorable terms, in which case Landlord shall be a personal entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section, the terms shall be considered "materially more favorable" if the financial terms described in the First Refusal Notice change in Tenant's favor by more than five percent (5%). Tenant’s rights under this Section will be subject to the rights of expansion, renewal, first refusal, first offer, or similar rights contained in any existing lease or leases. Tenant’s right of first refusal provided herein does not apply to any space which is available as of the Tenant and date of this First Amendment. Landlord shall not be assignable liable for any damages for any holdover tenant or transferable by other occupant of any Offered Space, but shall use commercially reasonable efforts to cause such holdover tenant or other occupant to promptly vacate the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedOffered Space.

Right of First Refusal. During Prior to January 17, 2011 (the Term“RFR Termination Date”), provided before entering into the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial initial lease for all or repetitive default under this lease, is itself in occupancy any portion of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors floor of the Building not initially leased to Tenant hereunder or any portion of the first floor of the Building shown on the attached Exhibit 23.01 (collectively, the “Available First Refusal Space”) with a third party (other than Exempt RFR Transactions, as defined below), and provided that Landlord has received a written proposal or counter-proposal for the applicable First Refusal Space that Landlord is willing to accept (or Landlord has received an acceptance of a proposal initiated by Landlord, whether or not such acceptance is binding), Landlord shall notify offer the applicable First Refusal Space to Tenant in writing of its intention for lease by written notice to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFRLandlord’s FR Notice”). The tenant shall have the Within five (5) business days after receiving the receipt of Landlord’s FR Notice, Tenant may, by written notice delivered to Landlord, (i) reject Landlord’s FR Notice, or (ii) accept Landlord’s offer to lease such space for its own use on the terms set forth in this Article 23 (the failure by Tenant to timely respond as aforesaid being deemed Tenant’s rejection of Landlord’s FR Notice pursuant to clause (i), above). If Landlord’s FR Notice is rejected under clause (i) above (or deemed rejected by Tenant’s failure to timely respond), then Landlord may enter into any lease for such space on materially the same terms set forth in such Landlord’s FR Notice, provided that Landlord shall deliver to Tenant a new Landlord’s FR Notice prior to entering into an initial lease for the applicable First Refusal Space (a) with any third party other than the party (or an affiliate of the party) that previously made the offer to, or accepted an offer from, Landlord giving rise to such prior Landlord’s FR Notice, or (b) on terms materially more favorable to the party (or an affiliate of the party) that previously made the offer to, or accepted an offer from, Landlord giving rise to such prior Landlord’s FR Notice, than those terms set forth in such prior Landlord’s FR Notice (it being agreed that a net effective rental rate (after taking into account base rent, tenant improvement allowances, free rent and other concessions) of at least 95% of the net effective rental rate set forth in Landlord’s FR Notice does not constitute materially more favorable terms). If Tenant timely accepts Landlord’s offer to lease the space as set forth in clause (ii) above, the space shall, subject to the following paragraph below and without further action by the parties, be leased by Tenant in its “as is” condition, without any obligation to construct tenant or other improvements (except that Landlord shall be responsible, at Landlord’s sole cost and expense, to separately demise the space), and otherwise on the terms and conditions then applicable to the remainder of the Premises (e.g. the Base Rent shall be at the then-applicable rate, escalating as otherwise provided in Section 2.01) except that (x) the Finish Work Allowance shall be reduced with respect to the applicable First Refusal Space on a pro rata basis for the actual initial lease term for such First Refusal Space (e.g. if the term of the First Refusal Space is eight years, then the Finish Work Allowance for the First Refusal Space would be 96/126ths of the Finish Work Allowance applicable to the remainder of the Premises on a per square foot basis), (y) the rent commencement date with respect to the applicable First Refusal Space shall be no later than the later to occur of (i) the Rent Commencement Date for the Office Portion of the Premises or (ii) seven (7) months after the execution of the amendment described in the immediately following sentence, and (z) the estimated delivery date that Landlord shall deliver the applicable First Refusal Space to Tenant for the commencement of construction of any Tenant Work shall be no later than the sixty (60) days after the execution of the amendment described in the immediately following sentence. At the request of either party, Landlord and Tenant shall promptly execute and deliver an agreement confirming such expansion of the Premises and the estimated date the Premises are to be expanded pursuant to this Paragraph with a provision for establishing the effective date of such expansion based on actual delivery. Tenant shall execute any such amendment within 21 days following tender by Landlord provided that such amendment complies with the terms of this Article 23. If Landlord fails to deliver the First Refusal Space within 90 days of the estimated delivery date set forth in Landlord’s FR Notice, then Tenant, at its option, may either (x) terminate its obligations with respect to the First Refusal Space upon 30 days prior written notice to advise Landlord, whereupon all obligations of the parties hereto with respect to the First Refusal Space shall be null and void and without recourse to either party unless Landlord delivers the First Refusal Space within such 30 day period, in writing that it wishes which case Tenant’s termination notice shall be null and void and of no further force and effect or (y) if such failure results from matters within Landlord’s reasonable control and is not cured within 30 days following written notice from Tenant, pursue any of its equitable remedies to cause Landlord to deliver such First Refusal Space to Tenant and bring a claim for monetary damages against Landlord, but in no event shall such failure constitute a default of Landlord, result in a right of Tenant to terminate the Lease with respect to the remainder of the Premises, or affect the validity of the Lease. In no event shall the rights under this Section 23.01 apply to (x) leases subsequent to the initial lease or leases of all or any portion of the First Refusal Space (such leases, “Initial Leases”), or (y) any space offered to lease for use as a building amenity, such as a cafeteria or fitness center (collectively, “Exempt RFR Transactions”). Notwithstanding any provision of this Section to the Available Space. For greater certaintycontrary, it Tenant’s rights under this Section shall terminate on the RFR Termination Date and shall be void, at Landlord’s election, if (i) Tenant is agreed that in default hereunder, after any applicable notice and cure periods have expired, at any time prior to the time Tenant shall inform makes any election with respect to the Landlord First Refusal Space under this Section or at the time the First Refusal Space would be added to the Premises, or (ii) subleases of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions more than 50% of the foregoing paragraphs, Premises are in effect that required Landlord’s consent under Article 13 at the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted time Tenant makes any election with respect to the tenant shall First Refusal Space under this Section or at the time the First Refusal Space would be deemed added to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of Premises. In connection with the rights granted thereby or subtenant under this Article 23, Landlord shall, prior to the RFR Termination Date, keep Tenant reasonably informed from time to time of the whole or a portion leasing status of the proposed Premises selectedany then-available Right of First Refusal space.

Right of First Refusal. The following right of first refusal shall become effective only upon the first date on which both of the following have occurred (the “ROFR Effective Date”): (a) the earlier of (i) the satisfaction and discharge of all of the outstanding 8 5/8% Senior Secured Notes due 2018 (the “Notes”) pursuant to the terms and conditions of the Indenture, dated as of January 25, 2011, by and between the Exide and Xxxxx Fargo Bank, National Association or (ii) the repayment of such Notes in full at maturity and (b) the earlier of (i) the termination of, and repayment in full of all obligations under, the Credit Agreement, dated as of January 25, 2011 (the “Credit Agreement”), by and among Exide Technologies, Exide Global Holding Netherlands C.V., various financial institutions named therein, and Xxxxx Fargo Capital Finance, LLC, as administrative agent or (ii) the amendment, restatement or replacement of such Credit Agreement such that this right of first refusal is permitted thereunder. During the Termfive (5) year period following the ROFR Effective Date, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive if a bona fide third offer is received from a third- party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors prospective buyer for all or a portion of the Building (the “Available Space”)Bowtie Parcel, the Landlord then Exide shall notify the Tenant City in writing and offer the Bowtie Parcel to the City at the price and upon the same or better terms as named by the prospective buyer. City shall have thirty (30) days from receipt of its intention such notice or until the City’s next regularly scheduled City Council meeting, whichever is longer, to lease consider this offer, and if the Available Space City accepts, City shall have one hundred and twenty (120) days to close. If the City does not exercise this right, Exide shall include a copy then have the right to sell all or any portion of said the Bowtie Parcel to such third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under prospective buyer on the same terms and conditions of as contained in the said third party bona fide offer (delivered to the “ROFR”)City. The tenant City may shorten or eliminate any applicable time periods in this paragraph by waiving or declining in writing to exercise the City’s right of first refusal. The City shall have the (5) business days after receiving the Landlord’s written notice right to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord assign its right of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted first refusal to the tenant shall be deemed EDC and/or the CDC. Exide further agrees to be a personal right of the Tenant and shall not be assignable or transferable consider in good faith any offer by the Tenant nor shall it pass Frisco Parties, from time to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole time, to purchase all or a portion of the proposed Premises selectedBowtie Parcel.

Right of First Refusal. During Floors 8, 9, 10 and 12. Landlord does hereby grant unto Tenant, upon the Termterms and conditions hereinafter set forth, provided the Tenant is Kinduct Technologies Inc. right of first refusal (individually, an “Expansion Option” and is not in defaultcollectively, and has not been in substantial or repetitive default under this leasethe “Expansion Options”), is itself in occupancy of the whole Premisesexercisable as hereinafter set forth, and covering all space that becomes available (subject to the following provisions and to any pre-existing rights of other currently held by another tenant or tenants in the Building, should Building as of the Landlord receive a bona fide date of this Lease and to renewal rights granted to any future third party offer to lease, which the Landlord is prepared to accept with respect to any premises located tenants on the 16th 8th, 9th, 10th and 17th 12th floors of the Building that were contained in the offers by such third party tenants) after the expiration of any third party tenant lease (a “Third Party Lease”; such date of expiration, a “Third Party Lease Expiration Date”) on the 8th, 9th, 10th, and 12th Floors of the Building or portions thereof (the “Available Expansion Space”). Tenant shall not have the right to exercise an Expansion Option, the and Landlord shall notify the Tenant not be obligated to provide notice as provided in writing Section 1(b)(ii) below, for a period of six (6) months after Tenant’s notice of its intention to lease the Available Space and shall include exercise of a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond Contraction Option in accordance with Section 1(c) below, and further provided, however, that in the provisions event Tenant, prior to the Contraction Date (as defined in Section 1(c) below) applicable to Tenant’s exercise of a Contraction Option, exercises an Expansion Option, then in such event the foregoing paragraphs, per square foot Monthly Rental for such Expansion Space shall in no event be less than the Landlord may, per square foot Monthly Rental Tenant is required to pay at its sole discretion accept the said third party offer and the tenant shall have no further rights any corresponding point in time pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedSection 2(a) hereof.

Right of First Refusal. During Provided no uncured Event of Default by Tenant has occurred, Tenant shall have the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy ongoing right of the whole Premises, and subject first refusal to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the lease Suite 700. Landlord shall notify the provide Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Fourth Expansion Space prior to any other prospective tenants, excluding the current tenant of the Fourth Expansion Space, by providing Tenant with a copy of the first written proposal to lease the Fourth Expansion Space that is given to a bonafide, prospective tenant (the “Bonafide Proposal”). If Tenant desires to lease the Fourth Expansion Space under the same terms of the Bonafide Proposal, Tenant must (1) notify Landlord in writing of its acceptance of the terms of the Bonafide Proposal within ten (10) business days of receipt of the Bonafide Proposal, and (2) execute a lease amendment incorporating the Fourth Expansion Space into the Demised Premises on the terms and conditions of contained in the said third party offer Bonafide Proposal within fifteen (the “ROFR”). The tenant shall have the (515) business days after receiving the of Landlord’s written receipt of Tenant’s notice. If Tenant fails to give Landlord notice to advise of its acceptance of the Landlord in writing that it wishes terms of the Bonafide Proposal or enter into a lease amendment within the prescribed time, Tenant’s right to lease the Available Space. For greater certainty, it is agreed that Fourth Expansion Space granted in this paragraph shall be suspended for Six (6) months from the Tenant shall inform time Landlord provided the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions copy of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer Bonafide Proposal to Tenant and the tenant Tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted with regard to the Fourth Expansion Space during that period (the “Suspension Period”). If the suspension period expires and Landlord has not yet leased the Fourth Expansion Space to a third party, Landlord will once again give Tenant the next Bonafide Proposal that it offers to a prospective tenant and the same cycle will repeat until the Fourth Expansion Space is leased to a third party, after which Tenant shall be deemed have no further rights to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedFourth Expansion Space.

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant named herein remains in substantial or repetitive default under this lease, is itself possession of and has been continuously operating in occupancy of substantially the whole Premisesentire Leased Premises throughout the Lease Term, and subject to any existing rights of other tenants to the Refusal Space, as defined below, Tenant shall have a right of first refusal (the "Refusal Option") to lease additional space in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available "Refusal Space”"), the . Landlord shall notify the Tenant in writing ("Landlord's Notice") of its intention to the availability of available space located within the Building containing approximately 10,000 rentable square feet of space, as more particularly depicted on Exhibit "A" (the "Refusal Space") before entering into a lease the Available Space and shall include with a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditionsfor such Refusal Space. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the five (5) business days after receiving the from its receipt of Landlord’s 's Notice to deliver to Landlord a written notice to advise the Landlord in writing that it wishes acceptance agreeing to lease the Available SpaceRefusal Space on the terms and conditions contained in Landlord's Notice. For greater certainty, it is agreed that In the event Tenant shall inform the fails to notify Landlord of its total lack acceptance within said five (5) day period, such failure shall be conclusively deemed a waiver of interest in the Available Space in order to prevent any unnecessary disclosure Tenant's Right of confidential information. Should the Tenant elect to lease such Available Space on such terms First Refusal and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions a rejection of the foregoing paragraphsRefusal Space, the Landlord may, at its sole discretion accept the said third party offer and the tenant whereupon Tenant shall have no further rights pursuant with respect to this ROFR the Refusal Space and Landlord shall be free to lease such Available the Refusal Space to a third party. In the event Tenant accepts the Refusal Space on the terms and conditions specified in the Landlord's Notice, the term for the Refusal Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Refusal Space shall be thirty-six (36) months and the Term for the original Leased Premises shall be extended, to be coterminous with the term for the Refusal Space. The ROFR granted Minimum Annual Rent for the Refusal Space shall be equal to the tenant rate which is then being quoted by Landlord to prospective new tenants for the Refusal Space, , provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the Refusal Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be deemed an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, provided, however, that in no event shall the Minimum Annual Rent during such extended term be less than the highest Minimum Annual Rent payable during the Lease Term for the original Leased Premises. EXPANSION OPTION Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant does not exercise its Right of First Offer as set forth hereinabove, Tenant shall have the option, exercisable after the thirty sixth (36th) month of the Lease Term, to relocate to other premises owned by Landlord within the Park meeting Tenant's space requirements. The expansion space must be 5,000 square feet more than the Leased Premises. The lease term for the expansion space shall be a personal right minimum of the five (5) years and shall be on terms and conditions mutually acceptable to Landlord and Tenant. Tenant and shall not be assignable or transferable by the Tenant nor shall it pass required to or devolve upon any assignee or transferee pay a penalty in connection with a termination of this lease or Lease. In no event shall Landlord be required to terminate this Lease in order to relocate Tenant to any place other than another building owned by Landlord, as described above. EXHIBIT A Site Plan EXHIBIT B FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the "First Amendment") is made as of the rights granted thereby or subtenant 2nd day of the whole or March 2001, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter referred to as "Landlord") and ASSET ACCEPTANCE CORP., a portion of the proposed Premises selectedNevada corporation (hereinafter referred to as "Tenant").

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the If Landlord receive makes a bona fide offer to a third party, or receives a bona fide offer from a third party offer which is acceptable to leaseLandlord, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors for sale or transfer of the Building Premises, or an interest therein (the a “Available SpacePurchase Offer”), the Landlord shall notify Tenant of the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but onlysale or transfer, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions name of the said third party offer (offerer, the “ROFR”)offered consideration and provisions of the Purchase Offer. The tenant shall have the Within five (5) business days after receiving the receipt of Landlord’s written notice, Tenant may elect by notice to advise Landlord (the “Election Notice”) to purchase the Premises or an interest therein for the consideration and upon substantially the same terms as the other provisions stated in the Purchase Offer; except that (a) the purchase and sale shall close the later of thirty (30) days after Tenant elects to purchase or the date agreed upon by the offerer and (b) Tenant shall deliver to Landlord in writing that it wishes simultaneously with the Election Notice Tenant a $250,000 xxxxxxx money deposit, non-refundable to lease the Available Space. For greater certainty, it is agreed Purchaser except that the Tenant deposit shall inform be returned to Purchaser if (i) Purchaser terminates the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms purchase and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an sale agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the terms and conditions set forth in the Purchase Offer with respect to termination of the Purchase Offer, (ii) closing does not timely occur due to Seller default, or (iii) the purchase and sale agreement is terminated in the event of a casualty or condemnation. Such deposit shall be applied toward the purchase price at closing. Should Tenant fail to exercise this right within the time and in the manner required above, or waives such right in writing, Landlord shall be free to consummate the sale or transfer to the named offerer for the consideration and upon the other provisions set forth in Landlord’s notice to Tenant; however, Landlord agrees that such sale or transfer shall be subject to the provisions of the foregoing paragraphsthis Lease, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to including this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of first refusal. If such sale or transfer is not consummated within six (6) months after the expiration of the earlier of the date Tenant and shall not be assignable fails to exercise its right as hereinabove required or transferable by the date Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of waives such right in writing, the rights granted thereby or subtenant of to Tenant in this Section shall once again apply to the whole or a portion of the proposed Premises selectedoffer described above as well as to any new offer.

Right of First Refusal. During (a) The Company shall not directly or indirectly, without the Termprior consent of the Purchaser, provided offer, sell, grant any option to purchase, or otherwise dispose (or announce any offer, sale, grant or any option to purchase or other disposition) of any of its or its Affiliates equity or equity-equivalent securities (a "Subsequent Sale") for a period of 90 days after Closing Date, except (i) the Tenant is Kinduct Technologies Inc. granting of options to employees, officers and is not in defaultdirectors under, and has not been the issuance of shares upon exercise of options granted under, any stock option plan heretofore or hereinafter adopted by the Company; (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible preferred stock disclosed in substantial or repetitive default under this leaseSchedule 3.1 and (iii) shares of Common Stock issued upon conversion of Shares in accordance herewith, is itself in occupancy of unless (A) the whole Premises, and subject to any existing rights of other tenants in Company provides the Building, should the Landlord receive Purchaser a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building written notice (the “Available Space”), the Landlord shall notify the Tenant in writing "Subsequent Financing Notice") of its intention to lease effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the Available Space proposed terms of such Subsequent Financing and the amount of proceeds intended to be raised thereunder and (B) the Purchaser shall include a copy not have notified the Company within forty-eight (48) hours of said third party offer redacted so as its receipt of the Subsequent Financing Notice of its willingness to contain all, but onlyenter into good faith negotiations to provide (or to cause its sole designee to provide) financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such forty-eight (48) hour period, the main business Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; provided, that the Company shall provide the Purchaser with a second Subsequent Financing Notice, and conditions. The Tenant the Purchaser shall thereafteragain have the right of first refusal set forth above in this paragraph (a), if the Subsequent Financing subject to the following paragraph, initial Subsequent Financing Notice shall not have been consummated for any reason on the opportunity to lease terms set forth in such Subsequent Financing Notice within 30 days after the Available Space under the same terms and conditions date of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedinitial Subsequent Financing Notice.

Right of First Refusal. During (a) Landlord will not at any time during the Term, provided Term sell or convey or agree to sell or convey the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial Leased Premises without first having complied with the requirements of this Section 32. If Landlord desires to sell or repetitive default under this lease, is itself in occupancy convey all or any portion or portions of the whole Leased Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive will obtain from a third party a bona fide third party arms' length written offer (the "Offer"), acceptable to leaseLandlord, to purchase all or such portion of the Leased Premises; and Landlord will submit a written copy of the Offer to Tenant and will give Tenant 10 days within which to elect to purchase the Landlord portion of the Leased Premises which is prepared to accept with respect to any premises located the subject of the Offer (the "Subject Premises") on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same precise terms and conditions of the said third party offer Offer (except that if the “ROFR”Offer is in whole or in part for consideration other than cash, Tenant will have the right to pay in cash the fair market value of such non-cash consideration). The tenant shall have If Tenant elects to so purchase the Subject Premises, Tenant will give to Landlord written notice thereof (5"Acceptance Notice") business and closing will be held within 60 days after receiving the Landlord’s written notice date of the Acceptance Notice, whereupon Landlord will convey the Subject Premises to advise the Tenant. At closing, Landlord in writing that it wishes will deliver to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions a special warranty deed (exactly as set out in the third party offeror local equivalent), sufficient to convey to Tenant fee simple title to the Subject Premises free and clear of all liens, restrictions and encumbrances, except for the Permitted Encumbrances, liens or encumbrances created or suffered by, through or under Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions arising by reason of the foregoing paragraphsfailure of Tenant to have observed or performed any term, covenant or agreement under this Lease to be observed or performed by Tenant, the Landlord maylien of any Impositions then affecting the Leased Premises, at its sole discretion accept this Lease and, if the said third party offer and the tenant shall have no further rights pursuant Subject Premises are to this ROFR to lease such Available Space. The ROFR granted be conveyed subject to the tenant shall be deemed to be a personal right outstanding balance of the Tenant Loan, the Mortgage and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedall other Loan documents.

Right of First Refusal. During Subsequent to closing by ANCHOR under the Termterms of that certain Land Option Agreement by and between ANCHOR and Fountain Square Associates of even date herewith ANCHOR expressly agrees that ANCHOR shall not sell, convey or transfer except as to an encumbrance provided to any institutional lender by ANCHOR to secure a loan and as to a transfer pursuant thereto by virtue of a default under said loan, its right, title and interest in the Tenant is Kinduct Technologies Inc. and is not Property or any part thereof, unless ANCHOR shall have first made an offer to sell its interest in defaultthe Property to FOUNTAIN in the manner hereinafter prescribed, and has not the offer shall have been rejected in substantial or repetitive default under this lease, is itself in occupancy writing. The offer shall be given to FOUNTAIN and shall consist of the whole Premises, and subject an offer to any existing rights of other tenants sell ANCHOR its interest in the Building, should Property for the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th same price and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under upon the same terms and conditions as a prospective bona fide purchaser shall have theretofore offered for the Property in writing. A copy of the said third party prospective bona fide purchaser's offer shall be attached to the offer 7 of ANCHOR. With thirty (the “ROFR”). The tenant shall have the (530) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions receipt of the foregoing paragraphsoffer, the Landlord FOUNTAIN may, at its sole discretion option, elect to purchase, in its name or an entity owned or controlled by it, all, but not less than all of the interest proposed to be sold by ANCHOR. The election to purchase shall be exercised by the giving of written notice thereof to ANCHOR. The purchase price shall be the purchase price set forth in the prospective bona fide purchaser's written offer attached to the offer of ANCHOR and shall be paid in the same manner set forth therein. The closing of a purchase under this Paragraph shall take place at the principal office of Annis, Mitchell, Cockey, Edwards, Roehn, P.A., Suite 2100, Tampa City Center Building, Tampa, Florida or such other place designated by FOUNTAIN. The date of closing shall be specified in writing in the written acceptance by FOUNTAIN to ANCHOR, which closing date shall be the later of the date of closing set forth in the prospective bona fide purchaser's written offer to purchase or thirty (30) days after the last day on which FOUNTAIN may exercise its election to purchase. If ANCHOR's offer to sell its interest in the Property is rejected in writing by FOUNTAIN as to the entire interest sought to be sold, or if FOUNTAIN does not accept the said third party offer and in writing within the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to thirty (30) day period, the tenant offer shall be deemed to be have been rejected by FOUNTAIN, then ANCHOR may make a personal right transfer to the prospective bona fide purchaser only under the identical terms theretofore stated to FOUNTAIN. If ANCHOR shall fail to make the transfer to the prospective bona fide purchaser pursuant to the terms of the Tenant and offer provide to FOUNTAIN, the interest of ANCHOR sought to be sold shall not again be assignable or transferable by subject to all the Tenant nor shall it pass to or devolve upon any assignee or transferee restrictions of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedAgreement.

Right of First Refusal. During 28. The term First Refusal Space shall mean all contiguous office space to the TermLeased Premises that becomes available in the Property. If Landlord receives a bona fide offer from a third party to lease either a portion of or all of First Refusal Space, then, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, Lease and subject to any existing rights Right of other tenants in the BuildingFirst Refusal/Offer, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building shall notify Tenant (the “Available SpaceFirst Refusal Notice”), ) of the Landlord shall notify the Tenant in writing of its intention prospective tenant’s desire to lease the Available Space such space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant shall have the five (5) business days after receiving the Landlorddate of the First Refusal Notice to notify Landlord (“Tenant’s written notice Acceptance Notice”) whether it desires to advise lease at least all of that portion of the First Refusal Space proposed to be leased by the prospective tenant If Tenant fails to notify Landlord in writing within the five (5) day period that it wishes desires to lease that portion of the Available First Refusal Space to be leased by the prospective tenant, and the prospective tenant fails to lease that portion of the First Refusal Space, then Tenant’s Right Of First Refusal on such portion shall continue. For greater certaintyIn addition, it is agreed that the Tenant shall inform continue to have the first refusal right for that portion of the First Refusal Space not yet offered by Landlord. If and when Tenant exercises its first right of refusal for the First Refusal Space from time to time, Landlord of its total lack of interest and Tenant shall in good faith negotiate the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out rental rate, etc.) under which Tenant shall lease such space based upon the fair market value of comparable office space in the third party offer)Northern l-83/Xxxx Valley marketplace including a tenant improvement allowance; if Tenant does not, within fifteen (15) days after the Tenant shat forthwith sending of Tenant’s Acceptance Notice, enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted amendment to the tenant shall be deemed to be a personal right of Lease incorporating the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a terms under which that portion of the proposed Premises selectedFirst Refusal Space is to be leased, Landlord shall have the right (but not the obligation) to declare Tenant’s first refusal right with respect to that portion of the First Refusal Space to be null and void and thereafter lease such portion of the First Refusal Space to another tenant without first offering the same to Tenant.

Right of First Refusal. During If, at any time during the TermTerm (as same may be extended), provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to (a) Sublandlord shall receive from any existing rights of other tenants in the Building, should the Landlord receive party a bona fide third offer, satisfactory to Sublandlord in its commercially reasonable discretion, to accept an assignment of Sublandlord’s interest as tenant under the Xxxxxxxxx, or (b) Sublandlord wishes to assign its interest as tenant under the Xxxxxxxxx to any other party upon material economic terms that have been negotiated with such party in a bona fide letter of intent or term sheet (an offer under the foregoing clause (a) or a letter of intent or term sheet under the foregoing clause (b) is referred to as an “Offer”), Sublandlord agrees to offer to leaseSubtenant, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building by notice (the “Available SpaceSublandlord’s Notice”), the Landlord shall notify right to become the Tenant in writing assignee of its intention to lease Sublandlord’s interest as tenant under the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under Xxxxxxxxx upon the same terms and conditions as set forth in the Offer. Provided this Sublease shall then be in full force and effect and Subtenant shall not be in default hereunder beyond any applicable grace and notice period, Subtenant may exercise its right to become the assignee of Sublandlord’s interest as tenant under the Xxxxxxxxx by accepting Sublandlord’s offer in writing within ten (10) days after the date of Sublandlord’s Notice, in which event Sublandlord and Subtenant shall, subject to the consent of Overlandlord thereto being obtained by Sublandlord within ninety (90) days after the date of such acceptance by Subtenant, enter into an assignment of the said third party offer (Xxxxxxxxx reasonably acceptable to Sublandlord and Subtenant, to incorporate the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out forth in the third party offer), Offer. In the Tenant shat forthwith enter into an agreement amending the lease event that Subtenant fails to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease contained in Sublandlord’s Notice within such Available Space. The ROFR granted to the tenant ten (10) day period, Subtenant shall be deemed to have waived its rights under this Paragraph 26 to become the assignee of Sublandlord’s interest as tenant under the Xxxxxxxxx, unless Sublandlord fails to assign its interest under the Xxxxxxxxx to such other party within six (6) months after the date of Sublandlord’s Notice, in which event Subtenant’s rights under this Paragraph 26 shall be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selecteddeemed reinstated.”

Right of First Refusal. During Tenant (or its successor in interest, assignee or designee) shall have a right of first refusal (“Right of First Refusal”) to purchase (a) all or any part of the Term, provided fee ownership of the Tenant is Kinduct Technologies Inc. and is not Premises; (b) any easement rights in default, and has not been or over all or any part of the Premises; (c) all or any part of Landlord’s interest in substantial or repetitive default rights under this leaseLease, is itself in occupancy of including, without limitation, the whole Premisesright to collect rents, and subject to or (d) any existing rights of other tenants legally recognizable interest in the BuildingPremises that Landlord may seek to transfer (each, should the “Landlord’s Interest”) whenever Landlord receive receives a bona fide offer from an unrelated third party offer to leasepurchase, which the directly or indirectly, all or any part of Landlord’s Interest that Landlord is prepared desires to accept with respect to any premises located on (“Offer”). If the 16th and 17th floors Offer is part of a larger transaction, including, without limitation, involving Landlord’s Parcel, equity of Landlord or a larger package of assets which includes the Landlord’s Interest, Landlord shall make a good faith estimate of the Building portion of such larger offer price attributable to the Landlord’s Interest and provide that price to Tenant. Prior to accepting such Offer, Landlord shall give Tenant a copy of the Offer and other relevant documents, including the price and the terms and conditions upon which Xxxxxxxx proposes to transfer Landlord’s Interest (collectively, the “Right of First Refusal Notice”). Tenant shall have forty-five (45) days from the receipt of such notice to agree to purchase Landlord’s Interest for the price and upon the terms and conditions specified in the Offer (“Tenant Approval Period”). If Tenant elects to so purchase Landlord’s Interest, Tenant shall give to Landlord written notice thereof within said Tenant Approval Period (“Acceptance Notice”). If Tenant delivers an Acceptance Notice as provided herein, then Landlord and Tenant shall enter into a mutually acceptable purchase and sale agreement pertaining to such Landlord’s Interest (the “Available SpacePurchase and Sale Agreement”), reflecting the terms of the Offer, as well as other customary covenants, representations and warranties contained in purchase and sale agreements for similar acquisitions in the metropolitan area in which the Premises is located. The parties agree to act reasonably and cooperatively in negotiating, executing and delivering the Purchase and Sale Agreement. Except as otherwise specified in the Offer, at the closing for the sale of all or any part of the Premises, Landlord shall notify deliver to Tenant a special warranty deed (or local equivalent), sufficient to convey to Tenant fee simple title. In the case of an assignment of the Lease or the grant of an easement, Landlord shall instead deliver to Tenant a customary assignment of the Lease or a customary easement. If Tenant does not exercise the Right of First Refusal during the Tenant in writing of its intention Approval Period, then Landlord may proceed to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under transfer Landlord’s Interest upon the same terms and conditions set forth in the Offer; provided such transfer occurs within three (3) months following the end of the said third party offer (Tenant Approval Period, the “ROFR”). The tenant shall have transfer is made in accordance with all the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such other terms and conditions of this Lease, and such purchaser assumes the obligations of Landlord under this Lease including, without limitation, this Right of First Refusal which shall be an ongoing Right of First Refusal during the lease term. If Landlord has not transferred Landlord’s Interest within such three (exactly as set out 3) month period, or in the event any terms or conditions of the proposed deal change from the terms and conditions provided in the initial Right of First Refusal Notice, then Landlord shall not thereafter transfer Landlord’s Interest to an unrelated third party offer), without first renewing the Right of First Refusal Notice to Tenant shat forthwith enter into an agreement amending in the lease manner provided above. Tenant’s failure to include the Available Space so leased. Should the Tenant elect not to lease such Available Space exercise its Right of First Refusal or should the Tenant fail to respond its express waiver of its Right of First Refusal in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and any instance shall not be assignable deemed a waiver of Tenant’s Right of First Refusal for subsequent instances when Landlord proposes to transfer Landlord’s Interest to an unrelated third party during the lease term. Notwithstanding the foregoing, Xxxxxxxx’s right to sell all or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or part of the rights granted thereby Premises to a third party shall not be encumbered or subtenant of restricted, except to the whole or a portion of the proposed Premises selectedextent set forth in this Section.

Right of First Refusal. During At least forty-five (45) days prior to Fxxxxxx, GFV or any of their respective Affiliates, as applicable, makes an assignment of all of any portion of any the TermInStride License Agreement, provided as the Tenant is Kinduct Technologies Inc. and is not in defaultcase may be, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants third party (except as set forth in the Buildinglast sentence of this Section 21), should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building such Person (the “Available SpaceAssigning Party”), ) shall deliver a written notice (the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject “Offer Notice”) to the following paragraphCompany, have which Offer Notice shall be deemed to be an offer of the opportunity subject InStride License Agreement, as the case may be, to lease the Available Space under Company on the same terms and conditions as proposed by such third party. The Company shall have right, but not the obligation, to assume the assignment of the said third party offer InStride License Agreement as specified in the Offer Notice at the price and on the terms specified in the Offer Notice by delivering written notice of such election to Fxxxxxx, GFV or any of their respective Affiliates, as applicable, within thirty (30) days after the delivery of the Offer Notice (the “ROFRElection Notice”). The tenant If the Company elects to assume the assignment of the InStride License Agreement, as the case may be, from Fxxxxxx, GFV or any of their respective Affiliates, as applicable, the closing of such transaction shall have be consummated as soon as practical after the (5) business days after receiving delivery of the Landlord’s written notice to advise Election Notice. To the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed extent that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant Company does not elect to lease assume the assignment of the InStride License Agreement, as the case may be, from Fxxxxxx, GFV or any of their respective Affiliates, as applicable, such Available Space Person, may, within thirty (30) days thereafter, assign the InStride License Agreement, as the case may be, to one or more third parties at the price and on such the terms and conditions (exactly as set out forth in the third party offer)Offer Notice. Notwithstanding the foregoing and for the avoidance of any doubt, each of the Parties acknowledges and agrees that the Right of First Refusal provided to the Company in this Section 21 shall not apply to any assignment of the InStride License Agreement to any Affiliate of Fxxxxxx, the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect GFV, and/or InStride Ventures, LLC; provided, that such assignee is not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions a competitor of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedCompany.

Right of First Refusal. During Tenant shall have a right of first refusal to purchase the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants Leased Premises in the Building, should the event that Landlord receive shall desire to sell said property and shall have a bona fide third party offer to leasepurchase the Leased Premises, whether directly or indirectly, such as by sale of stock in a corporate Landlord, from a qualified purchaser which Landlord wishes to accept. No offer to purchase the Landlord is prepared Leased Premises shall include any other property and the only consideration shall be cash or a promise to accept with respect to any premises located on the 16th and 17th floors pay cash. Any such offer shall provide for a closing no earlier than thirty (30) days after expiration of the Building thirty (the “Available Space”)30) day period (or, if applicable, the ten (10) day period) referred to below. In the event of any such offer, Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include provide Tenant with a copy of said third party that offer redacted so as (except that Landlord shall have no obligation to contain all, but only, disclose the main business terms and conditionsidentity of the offeror). The Tenant shall thereafterthen have a thirty (30) day period of time after receipt of such notice and copy within which to exercise its right of first refusal, subject provided that such thirty (30) day period shall be reduced to ten (10) days if Landlord has, within three hundred sixty-five (365) days prior to giving notice to Tenant of an offer pursuant to this Section 18.3.2, offered the Leased Premises to Tenant pursuant to the following paragraphpreceding Section 18.3.1. In the event Tenant exercises its right of first refusal, have Tenant shall purchase the opportunity to lease the Available Space under Leased Premises on the same terms and conditions and at the same price specified in such offer, including the time for closing set forth therein. If Tenant does not exercise a right of first refusal with respect to a transaction and that transaction is not finalized on the said third party offer terms presented to Tenant within one (1) year after the “ROFR”). The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord expiration of its total lack Tenant's right of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer)first refusal, the right of first refusal shall be reinstated as to that proposed purchase. If Tenant shat forthwith enter into an agreement amending the lease does not exercise this right of first refusal with respect to include the Available Space so leased. Should the Tenant elect not to lease a transaction and that transaction is finalized within such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphsone (1) year period, the Landlord may, at its sole discretion accept the said third party offer and the tenant transferee shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal take free of Tenant's right of first refusal, and free of Tenant's right of first offer under the Tenant and preceding Section 18.3.1, which shall not be assignable or transferable by the Tenant nor apply to any other proposed sales. However, Tenant's option described in Article 32 shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedremain in full force and effect.

Right of First Refusal. During Prior to January 17, 2011 (the Term“RFR Termination Date”), provided before entering into the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial initial lease for all or repetitive default under this lease, is itself in occupancy any portion of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors floor of the Building not initially leased to Tenant hereunder or any portion of the first floor of the Building shown on the attached Exhibit 23.01 (collectively, the “Available First Refusal Space”) with a third party (other than Exempt RFR Transactions, as defined below), and provided that Landlord has received a written proposal or counter-proposal for the applicable First Refusal Space that Landlord is willing to accept (or Landlord has received an acceptance of a proposal initiated by Xxxxxxxx, whether or not such acceptance is binding), Landlord shall notify offer the applicable First Refusal Space to Tenant in writing of its intention for lease by written notice to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer (the “ROFRLandlord’s FR Notice”). The tenant shall have the Within five (5) business days after receiving the receipt of Landlord’s FR Notice, Tenant may, by written notice delivered to Landlord, (i) reject Landlord’s FR Notice, or (ii) accept Landlord’s offer to lease such space for its own use on the terms set forth in this Article 23 (the failure by Tenant to timely respond as aforesaid being deemed Xxxxxx’s rejection of Landlord’s FR Notice pursuant to clause (i), above). If Landlord’s FR Notice is rejected under clause (i) above (or deemed rejected by Tenant’s failure to timely respond), then Landlord may enter into any lease for such space on materially the same terms set forth in such Landlord’s FR Notice, provided that Landlord shall deliver to Tenant a new Landlord’s FR Notice prior to entering into an initial lease for the applicable First Refusal Space (a) with any third party other than the party (or an affiliate of the party) that previously made the offer to, or accepted an offer from, Landlord giving rise to such prior Landlord’s FR Notice, or (b) on terms materially more favorable to the party (or an affiliate of the party) that previously made the offer to, or accepted an offer from, Landlord giving rise to such prior Landlord’s FR Notice, than those terms set forth in such prior Landlord’s FR Notice (it being agreed that a net effective rental rate (after taking into account base rent, tenant improvement allowances, free rent and other concessions) of at least 95% of the net effective rental rate set forth in Landlord’s FR Notice does not constitute materially more favorable terms). If Tenant timely accepts Landlord’s offer to lease the space as set forth in clause (ii) above, the space shall, subject to the following paragraph below and without further action by the parties, be leased by Tenant in its “as is” condition, without any obligation to construct tenant or other improvements (except that Landlord shall be responsible, at Landlord’s sole cost and expense, to separately demise the space), and otherwise on the terms and conditions then applicable to the remainder of the Premises (e.g. the Base Rent shall be at the then-applicable rate, escalating as otherwise provided in Section 2.01) except that (x) the Finish Work Allowance shall be reduced with respect to the applicable First Refusal Space on a pro rata basis for the actual initial lease term for such First Refusal Space (e.g. if the term of the First Refusal Space is eight years, then the Finish Work Allowance for the First Refusal Space would be 96/126ths of the Finish Work Allowance applicable to the remainder of the Premises on a per square foot basis), (y) the rent commencement date with respect to the applicable First Refusal Space shall be no later than the later to occur of (i) the Rent Commencement Date for the Office Portion of the Premises or (ii) seven (7) months after the execution of the amendment described in the immediately following sentence, and (z) the estimated delivery date that Landlord shall deliver the applicable First Refusal Space to Tenant for the commencement of construction of any Tenant Work shall be no later than the sixty (60) days after the execution of the amendment described in the immediately following sentence. At the request of either party, Landlord and Tenant shall promptly execute and deliver an agreement confirming such expansion of the Premises and the estimated date the Premises are to be expanded pursuant to this Paragraph with a provision for establishing the effective date of such expansion based on actual delivery. Tenant shall execute any such amendment within 21 days following tender by Landlord provided that such amendment complies with the terms of this Article 23. If Landlord fails to deliver the First Refusal Space within 90 days of the estimated delivery date set forth in Landlord’s FR Notice, then Tenant, at its option, may either (x) terminate its obligations with respect to the First Refusal Space upon 30 days prior written notice to advise Landlord, whereupon all obligations of the parties hereto with respect to the First Refusal Space shall be null and void and without recourse to either party unless Landlord delivers the First Refusal Space within such 30 day period, in writing that it wishes which case Tenant’s termination notice shall be null and void and of no further force and effect or (y) if such failure results from matters within Landlord’s reasonable control and is not cured within 30 days following written notice from Tenant, pursue any of its equitable remedies to cause Landlord to deliver such First Refusal Space to Tenant and bring a claim for monetary damages against Landlord, but in no event shall such failure constitute a default of Landlord, result in a right of Tenant to terminate the Lease with respect to the remainder of the Premises, or affect the validity of the Lease. In no event shall the rights under this Section 23.01 apply to (x) leases subsequent to the initial lease or leases of all or any portion of the First Refusal Space (such leases, “Initial Leases”), or (y) any space offered to lease for use as a building amenity, such as a cafeteria or fitness center (collectively, “Exempt RFR Transactions”). Notwithstanding any provision of this Section to the Available Space. For greater certaintycontrary, it Xxxxxx’s rights under this Section shall terminate on the RFR Termination Date and shall be void, at Landlord’s election, if (i) Tenant is agreed that in default hereunder, after any applicable notice and cure periods have expired, at any time prior to the time Tenant shall inform makes any election with respect to the Landlord First Refusal Space under this Section or at the time the First Refusal Space would be added to the Premises, or (ii) subleases of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions more than 50% of the foregoing paragraphs, Premises are in effect that required Xxxxxxxx’s consent under Article 13 at the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted time Tenant makes any election with respect to the tenant shall First Refusal Space under this Section or at the time the First Refusal Space would be deemed added to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of Premises. In connection with the rights granted thereby or subtenant under this Article 23, Landlord shall, prior to the RFR Termination Date, keep Tenant reasonably informed from time to time of the whole or a portion leasing status of the proposed Premises selectedany then-available Right of First Refusal space.

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the (a) If Landlord shall receive a bona fide third party offer to lease, which purchase the Premises during the Lease term or any renewal thereof from a party other than (i) any person who is the Landlord or is prepared a present shareholder, partner, or member of Landlord, to accept with respect to the extent Landlord is an entity, and any premises located on the 16th such person's or entity's shareholder's, partner's, or member's immediate family or any entity in which such individuals, individually or collectively, own an interest and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, such entity is subject to the following paragraphcontrol, as hereinafter defined, of such individuals, or (ii) an Affiliate, as hereinafter defined (herein such purchasing party other than an Affiliate and any such person described in clause (i) is herein called an "APPROVED PURCHASER"), then any contract which may be entered into between Landlord and a third party purchaser shall provide that the sale shall be subject to Tenant's right of refusal set forth in this Section 14.1. If Landlord shall receive such offer or execute such contract, Landlord shall send to Tenant a true and complete copy of the executed contract and the complete terms of the offer with Landlord's certification that it proposes to accept the offer, and Tenant shall have the opportunity option, to lease the Available Space under be exercised within 30 days after receipt thereof, to make a contract with Landlord on the same terms and conditions set forth in such third party contract or offer. If Tenant, after receipt of the said third party contract or the terms of the offer (acceptable to Landlord, shall fail to exercise its option within the “ROFR”). The tenant 30-day period, Landlord shall have the (5) business right to conclude the proposed sale on the same terms as in the offer or contract originally forwarded to Tenant, provided the sale shall close within 180 days after receiving the Landlord’s written notice period within which Tenant is required hereby to advise exercise its option. If the sale shall not close within said 180 days, Landlord shall repeat the procedure specified in writing that this Paragraph 14.1 before it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent can conclude any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions sale of the foregoing paragraphsPremises. Notwithstanding Tenant's failure to exercise its option, any sale of the Landlord may, at its sole discretion accept the said third party offer and the tenant Premises shall have no further rights pursuant be subject to this ROFR to lease such Available SpaceLease. The ROFR granted Tenant's option shall remain in force and be binding on any party other than an Approved Purchaser to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.same extent as if said

Right of First Refusal. During If, during the Terminitial term of this Lease or any renewal term thereof, provided Lessor wishes to Lease all or a part of the Tenant is Kinduct Technologies Inc. and is not 5th, 6th or 7th floors to a third party, then Lessor shall notify Lessee in defaultwriting, delivered to the Leased Premises of its intent to so lease such space, and has not been in substantial or repetitive default under this lease, is itself in occupancy the exact space to be leased. Thereafter Lessee shall be entitled to a period of the whole Premises, and subject fifteen (15) days following receipt of such notice to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention elect to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under such space upon the same terms and conditions as set forth in this Lease. In the event Lessee fails to give Lessor written notice of its exercise of its right of first refusal, Lessee agrees that the right of first refusal provided herein shall not apply to the said space. This Right of First Refusal shall apply to existing leases by contiguous tenants at their lease end, but shall exclude however, existing tenants whose leases contain renewal options, until said renewal option periods have been completed. All leases for space contiguous to Lessee contain relocation clauses. In the event Lessee exercises its first refusal rights, Lessor shall have sixty (60) days in which to relocate the existing tenant. Lessor shall, at no cost to Lessee, renovate the expansion area for Lessee in the same manner as that which exists in the Demised Premises as covered in this base lease within a period of sixty (60) days after Lessee has relocated the existing tenant. Lessee's right of refusal contained in this paragraph may be exercised so long as Lessee's remaining term of the said third party offer (lease is extended at the “ROFR”). The tenant shall have the time of exercise to a full five (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedyear term.

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy shall have a right of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept first refusal ---------------------- with respect to any premises located space on the 16th and 17th floors third floor of the Building (that becomes available for lease from time to time, exercisable as follows. Prior to leasing any space on the “Available Space”)third floor to a third party, Landlord will provide Tenant with written notice describing the Landlord shall notify the Tenant in writing amount of its intention to lease the Available Space space, term, rental, rent concessions, tenant allowance, and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same other terms and conditions of the proposed lease and offering the Tenant a ten (10) day period to exercise its right of first refusal. If Tenant accepts Landlord's offer in writing within said third party offer ten (10) day period, Landlord and Tenant shall enter into a lease of the “ROFR”). The tenant shall have space on the terms and conditions described in Landlord's notice, and otherwise upon the terms and conditions of Landlord's standard Building lease, within ten (510) business days after receiving the Tenant's acceptance. If Tenant fails to respond to Landlord’s written notice 's offer within said ten (10) day period, or rejects Landlord's offer, or fails to advise the execute a Lease within ten (10) days after accepting Landlord's offer, Landlord in writing that it wishes shall be free to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order space to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), and thereafter the Tenant shat forthwith enter into an agreement amending the space shall be free of Tenant's right of first refusal. If Landlord fails to execute a lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party within 180 days after Landlord's offer to Tenant, Landlord may not lease the space without first offering the space to Tenant in the manner provided hereinabove. Tenant's right of first refusal shall be fully subject and subordinate to option, extension, renewal, expansion, first refusal, first offer and similar rights of tenants in the tenant shall have no further rights pursuant to this ROFR to Building under leases and lease such Available Space. The ROFR granted amendments executed prior to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee date of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedSecond Amendment.

Right of First Refusal. During Provided that at the Termtime Tenant exercises its rights under this Section 10.18: (i) this Lease remains in full force and effect, (ii) there is not then outstanding an uncured Event of Default of Tenant under this Lease, and (iii) Tenant and/or Tenant's Affiliates are occupying at least seventy-five percent (75%) of the r.s.f of the Premises, then Tenant shall have a continuing right of first refusal ("ROFR") to lease any office, research or laboratory space in the Complex then owned by Landlord or Landlord's Affiliate (collectively, the "ROFR Space"), (a) which may become available for lease after the initial term of any lease(s) for the ROFR Space, as any of such lease(s) may be extended or renewed pursuant to the terms of the initial lease(s) thereof or (b) which may become available for lease upon the expiration or termination of lease(s), including extensions and renewals thereof, entered into by Landlord after Tenant has failed or declined to enter into a lease of such ROFR Space. Landlord shall notify Tenant in writing (the "Availability Notice") at least ten (10) months in advance of the expected date upon which the ROFR Space will become available, provided however, that if ROFR Space becomes available due to a termination of a lease for ROFR Space prior to the stated termination of a lease for ROFR Space, Landlord's Availability Notice shall be sent to Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy promptly after Landlord becomes aware of the whole Premisesexpected date of availability of such ROFR Space. Upon receipt by Tenant of an Availability Notice, Tenant shall have ten (10) business days within which to send to Landlord notice of the exercise of Tenant's ROFR (the "ROFR Notice"), in which event Landlord and subject to any existing rights Tenant shall negotiate in good faith for a period of other tenants in fifteen (15) days (the Building, should "ROFR Negotiation Period") after the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept date of such ROFR Notice with respect to any premises located the terms by which Tenant would lease the ROFR Space from Landlord. If Tenant fails or refuses to send the ROFR Notice or if Landlord and Tenant are unable to agree on the 16th and 17th floors lease terms for the ROFR Space within such fifteen (15) day period, thereupon Landlord may, at any time during the one hundred eighty (180) day period following the expiration of the Building (ROFR Negotiation Period, lease all or any portion of the “Available Space”), ROFR Space which was the Landlord shall notify subject of the Tenant in writing of its intention Availability Notice to lease the Available Space and shall include a copy of said any third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same on terms and conditions of the said no more favorable to such third party than the final terms offered by Landlord to Tenant during the ROFR Negotiation Period. If Landlord has not leased the ROFR Space to a third party within such 180-day period, or if Landlord proposes to offer (the “ROFR”). The tenant ROFR Space for lease to a third party on terms and conditions more favorable to such third party than the final terms offered to Tenant during the ROFR Negotiation Period, Landlord shall first re-offer the ROFR Space to Tenant hereunder before Landlord may offer the ROFR Space to any third party, and Tenant shall have the five (5) business days after receiving the within which to accept such offer. Any person 66 dealing with ROFR Space may without further inquiry conclusively rely upon a representation in a certificate of Landlord or Landlord’s written notice 's Affiliate as to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with whether the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall this Section have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedbeen satisfied.

Right of First Refusal. During the Term, provided the Provided Tenant is Kinduct Technologies Inc. and is not in defaultnot, and has not been been, in substantial or repetitive default if its obligations under this lease, is itself in occupancy of the whole PremisesLease, and subject if Landlord receives an offer to any existing rights lease space on the first floor of other tenants in the Building, should Tenant shall have a Right of First Refusal to lease such space notwithstanding provisions to the contrary in this Section. In the event Landlord receive receives a bona fide third party offer to leaselease from an initial third party, which the Landlord is prepared will notify Tenant and Tenant shall have five (5) business days to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the notify Landlord shall notify the Tenant in writing of Tenant’s desire to exercise its intention to lease the Available Space and shall include a copy Right of said third party offer redacted so as to contain allFirst Refusal, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under on the same terms and conditions as the offer to lease that Landlord has received. In the event Tenant fails to give Landlord notice of the said third party offer (the “ROFR”). The tenant shall have the (5) business days after receiving the LandlordTenant’s written notice to advise the Landlord in writing that it wishes election to lease the Available Spaceadjacent space within such time period, Landlord shall be free to lease the premises to a third party and Tenant’s Right of First Refusal shall continue to be in effect. For greater certaintyIf, it is agreed that on the other hand, Tenant exercises its Right of First Refusal in the manner provided above, Tenant shall inform immediately deliver to Landlord payment for the Landlord of its total lack of interest first month’s rent and security deposit for the adjacent premises (in the Available Space same manner as provided for in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offerthis Lease), the Tenant shat forthwith enter into an agreement amending and the lease to include the Available Space so leased. Should the Tenant elect not to lease of such Available Space or should the Tenant fail to respond expansion premises shall be consummated without delay in accordance with the provisions terms set forth in the lease offer, the terms of which shall be made a part of this Lease by an appropriate amendment to this Lease to incorporate such terms. Notwithstanding anything to the contrary herein contained, Tenant’s right to the expansion premises shall be conditioned upon the following: (i) at the time Tenant agrees to accept the expansion premises and at the time of the foregoing paragraphscommencement of the term for the expansion premises, Tenant shall be in possession of and occupying the Landlord may, at primary premises for the conduct of its sole discretion accept the said third party offer business therein and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and same shall not be assignable occupied by any assignee, subtenant or transferable licensee and, provided further, that the option for additional space shall be applicable hereunder only if the expansion premises will actually be occupied by Tenant and (ii) the agreement of acceptance shall constitute a representation by Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or Landlord, effective as of the rights granted thereby or subtenant date of the whole or a portion agreement of acceptance and as of the proposed Premises selecteddate of commencement of the lease for the expansion premises, that Tenant intends to use the expansion premises for Tenant’s purposes in the conduct of Tenant’s business therein.

Right of First Refusal. During Provided (i) that Landlord has not offered Tenant the Term, provided right to purchase the Tenant Property for a purchase price which is Kinduct Technologies Inc. equal to or less than the offer described below and is not upon such material terms and conditions which are substantially the same or more advantageous to the purchaser than are contained in defaultthe offer described below, and that Tenant's right of first offer has not expired (and Tenant's right under Section 40 has not been reinstated), all pursuant to the terms and conditions of Section 40 hereof; (ii) that this Lease shall be in substantial full force and effect; (iii) that BTRL Contracts and Services, Inc. (or repetitive a permitted assignee of Tenant [which is a related party to Tenant] pursuant to the provisions of Section 15 hereof) shall be the tenant hereunder; and (iv) that Tenant shall not be in default under this lease, is itself in occupancy any of the whole Premisesterms, provisions, covenants or condition of this Lease, then, and subject only in such event, Tenant shall have the right of first refusal to purchase the Property (the "Right of First Refusal") upon the following terms: If at any existing rights of other tenants in time during the BuildingLease Term, should the Landlord shall receive a bona fide offer from a third party offer to leasefor the purchase of the Property, which the offer Landlord is prepared desires to accept with respect accept, Landlord promptly shall deliver to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as such offer. Tenant may, within thirty (30) days after receipt of such offer, elect to contain all, but only, purchase the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under Property on the same terms and conditions as set forth in such offer, by delivering to Landlord written notice of said exercise within the aforesaid thirty (30) day period. In the event that Landlord shall receive an offer for the purchase of the Property which is not consummated by delivering a deed to the offeror, Tenant's Right of First Refusal as set forth herein shall remain applicable to subsequent offers made to Landlord. In the event that Landlord shall sell the Property after Tenant fails to exercise its Right of First Refusal, such sale shall be subject to the terms of this Lease, provided, however, the Right of First Offer and the Right of First Refusal as set forth in this Lease shall expire upon the date of conveyance of the Property to said third party offer (party, and said rights shall not continue in force or effect, nor shall they be applicable to any subsequent sale or ownership of the “ROFR”)Property by successive parties. The tenant shall have In the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing event that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord any mortgagee or holder of its total lack a deed of trust or other security interest in the Available Space Property shall foreclose on the Property or accept a deed in order lieu of foreclosure as a result of the failure of Landlord to prevent pay any unnecessary disclosure debt secured by the Property, the Right of confidential information. Should First Offer and the Tenant elect to lease such Available Space on such terms and conditions (exactly Right of First Refusal as set out forth in this Lease shall expire automatically upon the date of conveyance of the Property to said mortgagee or holder of a security interest therein (or to any third party offerassignee of said mortgagee or holder of a security interest therein), and said Right of First Offer and the Tenant shat forthwith enter into an agreement amending the lease Right of First Refusal shall not continue in force or effect, nor shall they be applicable to include the Available Space so leased. Should the Tenant elect not to lease such Available Space any subsequent sale or should the Tenant fail to respond in accordance with the provisions ownership of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable Property by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedsuccessive parties.

Right of First Refusal. During From time to time as space containing not less than one hundred (100) usable square feet becomes available on the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy tenth floor of the whole PremisesBuilding, and or within one hundred eighty (180) days from the execution date of this Lease, space becomes available on the 9th floor of the Building, Landlord shall provide to Tenant in writing a notice of right of first offer, which right shall be subject to any existing the rights of other tenants in the Building, should Project as set forth between leases between the Landlord and such tenants. Tenant shall have fifteen (15) days from the delivery of such notice of right of first offer in which to respond to Xxxxxxxx's offer. Should Landlord have failed to receive a bona fide third party offer any response in such fifteen (15) day period from Tenant, then Landlord shall have no further obligation to lease, which the Landlord is prepared to accept Tenant with respect to any premises located on the 16th space covered and 17th floors described in such notice of the Building (availability of additional space. Notwithstanding anything to the “Available Space”)contrary set forth in this section, the should Tenant be in default or should a situation exist which, with notice or passage of time, constitutes an event of default under this lease, then and in that event, Landlord shall notify have no obligation to provide to Tenant during the pendency of such default notice of a right of first offer and Tenant shall have no right of first offer during any period during which a default exists or a situation exists which with notice or passage of time would constitute a default hereunder. Any space leased by the Tenant in writing under the terms of its intention to this paragraph shall be leased at Tenant's then existing lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafterrates, subject to the following paragraphannual adjustment as provided herein, have the opportunity to lease the Available Space under and on the same terms and conditions set forth herein and shall be leased for a term that shall be coterminous with the Term of the said third party offer (the “ROFR”)this Lease. The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certaintyIf Tenant leases such space, it is agreed that the Tenant shall inform the Landlord be entitled to a tenant improvement allowance calculated as follows: $20.00 per usable square foot, divided by 84, multiplied by number of its total lack of interest months remaining in the Available Space in order to prevent any unnecessary disclosure of confidential informationoriginal seven year lease term. Should the Tenant elect to lease such Available Space on such terms _________________________________ ABS XXXXX STREET, LLC, Print Name:_______________________ a Florida limited liability company _________________________________ By: __________________________ Print Name:_______________________ Xxxxxxx Xxxxxxx Witnesses Its: President and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.General Manager

Right of First Refusal. During If at any time during the TermTerm of this Agreement, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive Owner receives a bona fide written offer from a third party offer seeking (a) an assignment of this Agreement or the rental stream associated with this Agreement, or (b) to lease, which purchase the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building Premises or Owner’s Property (the “Available Space”each being a "Purchase Offer"), the Landlord Owner shall notify the immediately furnish Tenant in writing of its intention to lease the Available Space and shall include with a copy of said third party offer redacted so as to contain allthe Purchase Offer, but onlytogether with a representation that the Purchase Offer is valid, the main business terms genuine and conditionstrue in all respects. The Tenant shall thereafterhave thirty (30) days after it receives such copy and representation to match the Purchase Offer and agree in writing to match the terms of the Purchase Offer, subject or to request additional information. Owner shall provide any reasonably requested additional information, after which Tenant shall have an additional fifteen (15) days to match the Purchase Offer and agree in writing to match the terms of the Purchase Offer. Such writing shall be in the form of a contract similar to the following paragraphPurchase Offer. If Tenant chooses to exercise this right, have Owner shall be obligated to consummate the opportunity to lease transaction with Tenant on the Available Space under the same terms and conditions of the said third party offer (the “ROFR”). The tenant Purchase Offer and shall not have the (5) business days after receiving right to seek additional offers from new parties or a new offer from the Landlord’s original third party. If Tenant chooses not to exercise this right of first refusal or fails to provide written notice to advise Owner within the Landlord in writing timeframes outlined above, Owner may assign the rental stream pursuant to the Purchase Offer, subject to the terms of this Agreement (including without limitation the terms of this Paragraph 10), to the person or entity that it wishes to lease made the Available Space. For greater certainty, it Purchase Offer provided that (i) the assignment is agreed that on the Tenant shall inform the Landlord of its total lack of interest same terms contained in the Available Space Purchase Offer and (ii) the assignment occurs within ninety (90) days of Xxxxxx’s receipt of a copy of the Purchase Offer. If such third party modifies the Purchase Offer or the assignment does not occur within such ninety (90) day period, Owner shall re-offer to Tenant, pursuant to the procedure set forth in order to prevent any unnecessary disclosure of confidential information. Should this Paragraph 10, the Tenant elect to lease such Available Space assignment on such the terms and conditions (exactly as set out forth in the third party offer)Purchase Offer, as amended. The right of first refusal hereunder shall (i) survive any transfer of all or any part of the Tenant shat forthwith enter into an agreement amending Owner Property or assignment of all or any part of the lease Agreement; (ii) bind and inure to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance benefit of, Owner and Xxxxxx and their respective heirs, successors and assigns; (iii) run with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.land; and

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the BuildingTerm hereof, should the Landlord receive a bona fide offer from any third party offer to leasepurchase the Leased Premises, or any portion thereof, which the Landlord is prepared desires to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”)accept, the Landlord shall shall, before accepting such offer, notify the Tenant in writing of its intention to lease all of the Available Space terms and conditions thereof and shall include a copy of said third party first offer redacted so as in writing to contain all, but only, sell the main business Premises to Tenant upon the same terms and conditions. The Upon receipt of any such notice and offer from Landlord, Tenant shall thereafterhave twenty (20) days thereafter within which to accept the same. Should Tenant fail to accept any such offer within said twenty (20) day period, subject Landlord shall be free to sell the Premises to the following paragraph, have the opportunity to lease the Available Space under original offeror upon the same terms and conditions offered to Tenant without further notice to Tenant, which sale shall be subject to this Lease, including Tenant's right of first refusal contained herein. Should Landlord, after having made such offer to Tenant as above-described, fail to sell the Premises upon the same terms and conditions offered to Tenant, Landlord shall give Tenant notice in the manner set forth above of any further or different offers received by Landlord for the purchase of the said third party Premises and shall first offer (to sell the “ROFR”)same to Tenant upon the same terms and conditions before accepting any such further or different offer. The tenant It is expressly understood and agreed by and between the parties hereto that Tenant shall have the (5) business days after receiving right of first refusal with respect to each and every offer to sell or purchase made or received by Landlord or by any successor Landlord, and that Landlord at the Landlord’s written notice time of the making or receipt of such offer to advise sell or purchase shall in each and every instance notify Tenant of such offer in the Landlord in writing that it wishes to lease the Available Space. For greater certaintymanner set forth above, it is agreed that the and Tenant shall inform have the Landlord of its total lack of interest in right to purchase the Available Space in order to prevent any unnecessary disclosure of confidential information. Should Premises under the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease of such Available Space or should the Tenant fail to respond offer in accordance with the terms and provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedset forth above.

Right of First Refusal. During the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept (a) If with respect to the Offered Right JWM declines to negotiate or there is no agreement pursuant to JWM’s right of first negotiation as set forth in Xxxxxxxxx X-0 above, and with respect to the Offered Right OME makes and/or receives any premises located on bona fide offer that OME proposes to accept and that contains any financial terms less favorable to OME than the 16th corresponding financial terms in OME ‘s last offer to JWM and/or that changes any other material element of OME’s last offer to JWM, OME shall give notice to JWM of such offer specifying the particulars thereof, including any Offered Rights that are the subject of such offer, the name and 17th floors address of the Building offeror, the proposed financial terms, and all other material terms of such offer. During the period of [***] ([***]) business days after receipt of said notice (the “Available SpaceReconsideration Period”), JWM shall have the Landlord exclusive option to license or acquire, as the case may be, the particular Offered Right(s) referred to in such offer, upon the same financial terms and other terms set forth in such notice (“JWM’s Purchase Option”), it being agreed that in no event shall JWM be required to meet any term or condition which cannot be met as easily by JWM as by any other offeror (such as the required employment of a particular individual whose services are exclusive to such offeror). If JWM elects to exercise JWM’s Purchase Option, JWM shall notify OME of the Tenant exercise thereof within the Reconsideration Period; JWM and OME shall then promptly execute written agreements conveying to JWM such Offered Right(s). If JWM does not elect to exercise JWM’s Purchase Option, OME shall be free to accept said bona fide offer (but only upon the terms and conditions specified in such bona fide offer); provided, however, if any such proposed offer is not confirmed in writing within [***] ([***]) days following the expiration of its intention to lease the Available Space Reconsideration Period, JWM’s Purchase Option shall revive and shall include a copy of said third party apply to such proposed offer redacted so as again and to contain all, but only, the main business terms each and conditions. The Tenant shall thereafter, subject every further offer or offers at any time received by OME relating to the following paragraphparticular Offered Right(s). JWM’s Purchase Option shall continue in full force and effect, have upon all of the opportunity to lease the Available Space under the same terms and conditions of these Xxxxxxxxxx X-0 and D-2, so long as OME retains any right, title, or interest in or to the said third party offer (the “ROFR”particular Offered Right(s). The tenant shall have the Exhibit E ADJUSTED GROSS REVENUES (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certaintyAtlas Expedition Series Merchandising, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms Atlas Expedition Series Print Publications and conditions (exactly as set out in the third party offerAtlas Expedition Series Scripted Productions), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.

Right of First Refusal. During (a) Borrower hereby agrees that, if at any time prior to the TermROFR Termination Date (as defined below), provided the Tenant is Kinduct Technologies Inc. and is not in defaultBorrower, and has not been in substantial Parent or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive their Affiliates shall have obtained a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third third-party offer (the “ROFRThird-Party Securitization Offer”). The tenant shall have ) to enter into a securitization transaction in respect of assets meeting the criteria necessary to be Receivables under this Agreement that Borrower, Parent or their Affiliates wish to pursue, Borrower or such Affiliates shall, in writing within five (5) business days after receiving Business Days of receipt of such offer, inform Agent (for the Landlord’s written notice benefit of the Lenders and Agent will notify the Lenders) (such writing to advise Agent is referred to herein as the Landlord in writing that it wishes to lease “Securitization First Refusal Offer”) of such Third-Party Securitization Offer and the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions of such Third-Party Securitization Offer (exactly and shall attach a copy of such Third-Party Securitization Offer to such Securitization First Refusal Offer) and, in such Securitization First Refusal Offer, shall offer to Lenders a right of first refusal in respect of such securitization transaction. Lender’s right of first refusal shall grant Lenders the right, within fifteen (15) Business Days, (or, if good faith negotiations are ongoing, twenty (20) Business Days) after the receipt of such Securitization First Refusal Offer, to deliver a writing to Borrower, Parent or such Affiliates (the “Securitization Acceptance”) stating that Lender(s) agree to enter into such securitization transaction on economic and material non-economic terms which shall be the same or more favorable to the Borrower, Parent, Originator or their Affiliates than the corresponding terms under such Third-Party Securitization Offer (as set out such material terms were communicated to Agent by Borrower or included (or excluded) in the third party offerThird-Party Securitization Offer, including any specific material conditions (if any) in respect of due diligence, documentation or conditions precedent set forth in such Third-Party Securitization Offer). Upon receipt of the Securitization Acceptance by Borrower or such Affiliates, one or more Lenders or their respective Affiliates, on the Tenant shat forthwith one hand, and Borrower or such of their Affiliates, on the other hand, shall, in good faith enter into an agreement amending for such transaction on the lease terms set forth in such Securitization Acceptance (subject to include the Available Space so leasedsatisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent). Should the Tenant elect not If such Lenders have declined to lease exercise its right under such Available Space Securitization First Refusal Offer, or should the Tenant fail shall have failed to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant to such Securitization First Refusal Offer or shall have no further rights pursuant offered a counterproposal to this ROFR to lease Borrower in respect of such Available Space. The ROFR granted to the tenant Securitization First Refusal Offer, Lenders shall in each such case be deemed to have declined to exercise its right under such Securitization First Refusal Offer and the Borrower and its Affiliates shall be free to close such Third-Party Securitization Offer within one hundred fifty (150) days of the date of such Securitization First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Securitization Offer so long as such transaction does not otherwise violate this Agreement. If Borrower or such Affiliates shall have failed to so close such transaction within said one hundred fifty (150) days or if the material terms of such transaction are materially modified from the description of such terms in the Third-Party Securitization Offer, then a personal new right of first refusal for the Tenant and benefit of Lenders with respect to such transaction shall not be assignable or transferable by immediately arise subject to the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.terms hereof. As used herein, “

Right of First Refusal. During In the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the event Landlord receive receives a bona fide third party offer for and desires to convey or sell the Premises, it shall tender to Tenant a written notice specifying all the terms and conditions of any such offer to lease, which purchase t he Premises and specifying the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors identity of the Building such proposed purchaser (the “Available Space”"Notice"), and said Notice shall constitute an offer to sell the Landlord shall notify the Premises to Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under on the same terms and conditions contained in the Notice. Within ten (10) days of receipt of the said third party offer (the “ROFR”). The tenant Notice, Tenant shall have the (5) business days after receiving right to request such information from Landlord as will enable Tenant to conduct an economic analysis of the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest offer contained in the Available Space in order Notice ("Tenant's Request"). Within fifteen (15) days of the receipt by Tenant of the later of (i) the Notice and (ii) the information responsive to prevent any unnecessary disclosure of confidential information. Should the Tenant's Request, Tenant may elect to lease such Available Space on such terms and conditions (exactly as set out exercise either the Option provided for in Section 24 hereof or its Right of First Refusal hereunder and, if it exercises the third party offer)Right of First Refusal, the Tenant shat forthwith shall enter into an agreement amending with Landlord electing to purchase the lease Premises on the terms and conditions contained in the Notice. If Tenant does not elect to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of exercise the rights granted thereby or subtenant hereunder within the period described, then Landlord shall have the right to sell the Premises to the person making said offer upon the terms and conditions set forth in the Notice. If Landlord does not sell the Premises to the person making the offer on the terms and conditions set forth in the Notice within sixty (60) days after the time for Tenant to exercise its rights has expired, then Landlord shall not have the right to sell the Premises unless it first shall have reoffered the Premises to Tenant and Tenant again shall have fifteen (15) days from the receipt of any requested information to advise Landlord of its intention to purchase. Any offer to purchase the whole or Premises must be for the entire Premises and not just a portion of the proposed Premises selectedPremises. Should Tenant decline to exercise its Right of First Refusal with respect to the Premises, Tenant shall execute such instruments as Landlord may reasonably request to release its rights hereunder with respect to the Premises.

Right of First Refusal. During the Term, provided the Provided there is no Event of Default by Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, Lease that is itself in occupancy of the whole Premises, continuing and subject to the limitations set forth in Sections 22.2 and 22.3, if at any existing rights of other tenants in time during the BuildingLease Term, should the Landlord shall receive a bona fide written offer (the "Offer") from a third party offer offeror (other than an Affiliate of Landlord) ("Offeror") (it being acknowledged an Offer from Tenant or an Affiliate of Tenant shall not be deemed to leasebe a third party Offer) to purchase all of the Demised Premises, which the and if Landlord is prepared desires to accept with respect such Offer, then Landlord shall, prior to any premises located on accepting the 16th and 17th floors Offer, submit written notice of the Building (the “Available Space”)Offer to Tenant, the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include including with such notice a copy of said third party offer redacted so as to contain all, but only, the main business Offer for the Demised Premises and information in reasonable detail describing all material terms and conditions. The conditions of the proposed sale, whereupon Tenant shall thereafter, subject to the following paragraph, have the opportunity right to lease purchase the Available Space under Demised Premises at the same price and on the same terms and conditions contained in such Offer. In order to exercise such right. within thirty (30) days after receipt of the said third party offer (notice from Landlord to Tenant, Tenant must notify Landlord, in writing of Tenant's election to purchase the “ROFR”)Demised Premises. The tenant purchase price and the other terms for the Demised Premises shall have be the (5) business days after receiving same as set forth in the Landlord’s written notice Offer, except that, anything in the Offer to advise the Landlord in writing that it wishes to lease contrary notwithstanding, the Available Space. For greater certainty, it is agreed that the closing of any purchase hereunder by Tenant shall inform be consummated no later than sixty (60) days following Tenant's acceptance of the Offer. If Tenant does not respond to Landlord within thirty (30) days of its total lack delivery of interest the Offer to Tenant, Tenant shall be deemed to have rejected the Offer. If Tenant (i) rejects or is deemed to have rejected the Offer, or (ii) accepts the Offer and Tenant subsequently does not purchase the Demised Premises pursuant to the terms of the Offer within sixty (60) days of Tenant's acceptance of the Offer, then, in either case, Landlord is free to sell the Available Space in order Demised Premises to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such Offeror upon terms and conditions (exactly including the purchase price) at least as favorable to Landlord as those set out forth in the third party offer)Offer, the Tenant shat forthwith enter into an agreement amending the lease but subject, however, to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions all of the foregoing paragraphsterms of this Lease. The right of first refusal shall continue in force as to the Demised Premises for all future transfers, conveyances, sales, exchanges or other dispositions of the Demised Premises during the Lease Term. If Landlord maydoes not convey the Demised Premises pursuant to the Offer, at its sole discretion accept the said third party offer and the tenant shall have no further then Tenant's rights pursuant to this ROFR to lease such Available Space. The ROFR granted Section 22.1 shall be reinstated as to the tenant Demised Premises. In all events, Tenant's rights pursuant to this Section 22.1 shall be deemed to be a personal right of terminate on the Tenant and shall not be assignable expiration or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee termination of this lease or Lease. For purposes of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.this

Right of First Refusal. During If during the Term, provided the Tenant is Kinduct Technologies Inc. and is not in defaultincluding any Extension Term, and has not been in substantial or repetitive default under of this leaseLease, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive shall have received a bona fide third party arm’s length offer to lease, purchase the Premises which the is acceptable to Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available SpaceOffer”) from any third party (the “Transferee”), the Landlord shall notify send a notice (herein referred to as the Tenant in writing “Transfer Notice”) to Tenant. The Transfer Notice shall set forth the exact terms of its intention to lease the Available Space and shall include Offer so received, together with a copy of said third party offer redacted so as the Offer, and shall state the desire of Landlord to contain all, but only, sell the main business Premises on such terms and conditions. The Thereafter, Tenant shall thereafter, subject to the following paragraph, have the opportunity right and option to lease purchase the Available Space under Premises at the same price and upon the terms and conditions specified in the Offer, provided that Tenant is not in material default of this Lease beyond all applicable notice and cure periods hereunder. If Tenant desires to exercise its option, it shall give notice (the “Counter Notice”) to that effect to Landlord within twenty (20) days after receipt of the Transfer Notice. Such Counter Notice shall be accompanied by a letter acknowledging Tenant’s agreement to be bound by the terms and conditions of the said third party offer Offer. Such Counter Notice shall set forth a date not later than sixty (60) days from the “ROFR”)service of the Counter Notice on which the closing shall be held. The tenant shall have the Tenant’s failure to give a timely Counter Notice (5) business days after receiving the Landlord’s written or notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order refusal to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant purchase) shall be deemed a waiver of its option to be a personal right of purchase the Tenant and Premises pursuant to the Offer, but shall not be deemed a waiver of its option to purchase the Premises pursuant to any modification to the Offer or any future offers. Tenant’s rights under this Section 13 are assignable to any person or transferable by entity which is or would be a permitted assignee pursuant to Section 9 hereof. Tenant’s failure to, or its election not to, exercise its right of first refusal hereunder shall not affect the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or continued enforceability of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedoption to purchase provided in Section 12 hereof.

Right of First Refusal. During If, within the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy first twelve (12) months of the whole Premisesinitial Term of this Lease, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared in, or is about to accept with respect enter into, negotiations to any premises located lease space on the 16th and 17th floors sixth (6th) floor of the Building and Tenant is not then in default of its covenants and obligations under this Lease and The Lincoln National Life Insurance Company, itself, or an Affiliated Entity is occupying at least fifty percent (50%) of the “Available Space”Premises then demised to Tenant, Landlord shall provide written notice to Tenant of such negotiations, such notice to be directed to Xxxxxxx Xxxxxx, Vice President-Director of Facilities, Lincoln National Corporation, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, IN 46801. Tenant shall have the right to lease such space by written notice to Landlord within seven (7) business days after Tenant's receipt of such notice from Landlord. If Tenant fails to timely exercise such right (time being of the essence in respect of this Section 10.27), the Landlord shall notify the Tenant in writing of its intention have no obligation to lease the Available Space and shall include a copy of said third party offer redacted so as such space to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject pursuant to the following paragraphterms of this Section 10.27. If Tenant timely exercises such right, have the opportunity then Landlord shall lease such space to lease the Available Space under Tenant upon the same terms and conditions of this Lease (including, without limitation, the said third party offer Expiration Date, the Base Rent rental rate then (and from time to time) applicable to the “ROFR”other premises demised to Tenant under this Lease, the right to parking passes at the same ratio provided for the other premises then demised to Tenant under this Lease, and the obligation to pay charges for parking passes at the rate then (and from time to time) applicable to the other parking passes provided to Tenant under this Lease). The tenant Notwithstanding the foregoing, (a) Landlord shall contribute towards the cost of the build-out of such space and Tenant's costs to prepare the Construction Drawings for such space an amount equal to $17.50 per rentable square foot and $.43 per usable square foot (respectively) of such space, in each case multiplied by a fraction, the numerator of which is the number of full calendar months remaining in the initial Term of this Lease after the commencement date of the leasing of such space, and the denominator of which is one hundred twenty (120), (b) Tenant shall prepare the Construction Drawings for the build-out of such space in a diligent and efficient manner so that Landlord's final approval thereof is obtained no later than forty-five (45) days after the giving to Landlord of Tenant's notice exercising its right to lease such space, and (c) Tenant shall have no right to additional reserved (i.e., as opposed to unassigned) parking spaces by reason of the (5) business days demise of such space. Notwithstanding the fact that Tenant's exercise of the above-described right to lease such space shall be self-executing, as aforesaid, the parties hereby agree to execute a lease amendment reflecting the addition of such space promptly after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes exercise by Tenant of its right to lease the Available Spacesame. For greater certainty, it is agreed that The execution of such lease amendment shall not be deemed to waive any of the Tenant shall inform conditions to Tenant's exercise of the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect herein right to lease such Available Space on space, unless otherwise specifically provided in such terms and conditions (exactly as set out lease amendment. Notwithstanding anything to the contrary herein contained, in no event shall Tenant have any rights under this Section 10.27 if Tenant shall have previously exercised its right to reduce the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions size of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights Premises pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedSection 10.28 below.

Right of First Refusal. During Subject to the Termlast sentence of this paragraph, provided in addition to the Tenant is Kinduct Technologies Inc. rights granted to Agent and is not in defaultthe Lenders pursuant to Section 2.13 hereof, Borrower, Holdings and Parent Entity hereby agree that, if at any time prior to the date that all of the Revolving Advances, all accrued and unpaid, costs, fees and expenses relating to the Revolving Advances, and has not all accrued and unpaid interest (including any Revolving Advance Prepayment Additional Interest and Additional Interest) relating to the Revolving Advances have been indefeasibly paid in substantial full in cash and the Revolving Loan Commitments terminated, Borrower, Holdings or repetitive default under this leaseany Subsidiary of Borrower, is itself in occupancy of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive Holdings or Parent Entity shall have obtained a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third third-party offer (the “ROFRThird-Party Offer”) (for the avoidance of doubt, a bonafide, fully negotiated and executed term sheet delivered by the applicable lender to Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity, as applicable, together with a commitment letter, if any, shall qualify as a “Third-Party Offer” hereunder) for any refinancing of the Revolving Loans or any similar ABL or borrowing base (however described) revolving financing (including in the form of a Katapult SPV-1 LLC – Loan and Security Agreement repurchase agreement transaction) of Leases to be originated, acquired or otherwise held by Holdings, Borrower, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity that is formed for the purpose of originating Leases, Borrower, Holdings or Parent Entity shall, in writing within five (5) Business Days of receipt of such offer, promptly inform Agent (such writing to Agent is referred to herein as the “First Refusal Offer”) of such Third-Party Offer and the terms and conditions of such Third-Party Offer (and, if such Third-Party Offer is in writing, shall attach a copy of such Third-Party Offer to such First Refusal Offer) and, in such First Refusal Offer, shall offer to Agent a right of first refusal in respect of such financing or refinancing. Agent’s right of first refusal shall grant Agent the right to, within fifteen (15) days after the receipt of such First Refusal Offer, deliver a writing to Borrower, Holdings and Parent Entity (the “Acceptance”) stating that Agent and Lenders agree to extend such financing on Material Terms which shall be the same or more favorable (taken as a whole) to the applicable borrower than the Material Terms of financing under such Third-Party Offer (as such Material Terms were communicated to Agent by Borrower, Holdings or Parent Entity or such Affiliate), it being agreed and understood that, with respect to any such Third-Party Offer, the (i) aggregate principal amount, (ii) pricing (including, without limitation, interest rate, closing, commitment, structuring, arrangement or similar fees and original issue discount) and payment and prepayment terms and conditions, (iii) term and/or duration, (iv) financial covenants, borrowing base or availability, (v) events of default, (vi) material conditions to closing and borrowing, (vii) operational covenants, including as to debt, liens, investments, prepayments and repayments of other debt, use of proceeds, dividends and distributions, reporting, access to cash, and (viii) collateral and transaction structure (with respect to any financing, such material terms are referred to as “Material Terms”). The tenant Upon receipt of the Acceptance by Borrower, Holdings or Parent Entity, Agent and one or more of the Lenders or their respective Affiliates, on the one hand, and Borrower, Holdings, Parent Entity or the applicable Subsidiary, on the other hand, shall, in good faith negotiate an agreement for such financing on the terms set forth in such Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent set forth in (or incorporated by reference) in the Acceptance). If Agent shall have declined to exercise its right under such First Refusal Offer, or shall have failed to timely respond within fifteen (15) Business Days to such First Refusal Offer or shall have offered a counterproposal to Borrower, Holdings or Parent Entity in respect of such First Refusal Offer, Borrower, Holdings, Parent Entity or such applicable Subsidiary shall be free to close such Third-Party Offer within one hundred twenty (120) days of the date of such First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Offer (5as communicated to Agent). If Borrower, Holdings, Parent Entity or such applicable Subsidiary shall have failed to so close such financing within said one hundred twenty (120) business days after receiving or if the Landlord’s written notice to advise material terms of such financing are modified from the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord description of its total lack of interest such terms in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer)Third-Party Offer, the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be then a personal new right of first refusal for the Tenant benefit of Agent with respect to such financing shall immediately arise. Borrower, Holdings and shall not be assignable or transferable by Parent Entity agree to inform any Person making a Third-Party Offer of Agent’s and Xxxxxx’s rights under this Section 6.16 in respect thereof. Notwithstanding the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of foregoing, the rights granted thereby to Agent and the Lenders pursuant this Section 6.16 shall not apply following the Public Company Transition Date with respect to any Third-Party Offer for a bond issuance, public securitization or subtenant a syndicated corporate credit facility. For the avoidance of doubt, any refinancing of the whole Class A Obligations with a financing similar in nature to the terms of this Agreement shall be subject to a right of first refusal under this Section 6.16. Borrower and Holdings covenant and agree not to form, or a portion consent to or otherwise acquiesce in the formation of, any Affiliate, or otherwise use any Subsidiary existing on the Closing Date, to originate, acquire or finance any Leases in circumvention of the proposed Premises selected.intent of the covenants, agreements and obligations set forth in this Section 6.16. Katapult SPV-1 LLC – Loan and Security Agreement 66

Right of First Refusal. During Landlord hereby grants to Tenant an on-going right of first refusal (the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy "Right of the whole Premises, and subject First Refusal") to lease any existing rights of other tenants space in the Building, should Building which becomes available for lease (the "Refusal Space") during the term of this Lease. If Landlord receive receives a bona fide third party offer to lease, lease all or any part of the Refusal Space which Landlord intends to accept or if Landlord makes a bona fide offer to lease all or any part of the Refusal Space which the prospective tenant intends to accept, then Landlord is prepared shall deliver written notice of such offer to accept with respect to any premises located on the 16th and 17th floors of the Building Tenant (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space "Refusal Notice") and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity right to lease exercise the Available Space under Right of First Refusal upon the same terms and conditions of the said third party offer set forth in such Refusal Notice, within ten (the “ROFR”). The tenant shall have the (510) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions receipt of the foregoing paragraphsRefusal Notice. If Tenant fails to timely exercise its Right of First Refusal, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant Tenant shall be deemed to be have rejected the Refusal Space designated in the Refusal Notice and Landlord shall have the right to lease the Refusal Space to the third party upon terms and conditions set forth in the Refusal Notice. In the event Tenant accepts Landlord's offer, Tenant shall execute a personal right of new lease for the Refusal Space under the terms and conditions set forth in the Refusal Notice. If Tenant and shall not be assignable or transferable by the Tenant nor shall it pass fails to or devolve upon elects not to exercise the Right of First Refusal and the third party prospective tenant does not lease the Refusal Space, the Refusal Space shall again become subject to the Right of First Refusal herein contained as to any assignee subsequent third party offer submitted to Landlord. In the event Tenant fails to or transferee elects not to exercise the Right of this First Refusal and the third party prospective tenant does lease or the Refusal Space, if the Refusal Space again becomes available for lease, then the Refusal Space shall again become subject to the Right of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedFirst Refusal.

Right of First Refusal. During With respect to space that becomes available for lease to third parties on the Termfloor of the Building which is directly adjacent to the floor(s) of the Premises (the “Reserved Area”), provided Tenant shall have an ongoing right of first refusal during the Tenant is Kinduct Technologies Inc. and is not Lease Term (as the same may be extended pursuant to the Extension Option Rider attached hereto), as more particularly set forth in defaultthis Section 1.4. Notwithstanding the foregoing (i) the lease term for Tenant’s lease of the Expansion Area (as defined below) pursuant to Tenant’s exercise of the right of first refusal shall commence only following the expiration or earlier termination of (A) any existing lease pertaining to the Expansion Area (the “Existing Leases”), and has not been in substantial (B) if the Expansion Area is vacant as of the date of this Lease, the first lease pertaining to the Expansion Area entered into by Landlord after the date of this Lease (collectively, the “Superior Leases”), including any renewal or repetitive default under this extension of any such existing or future lease, whether or not such renewal or extension is itself pursuant to an express written provision in occupancy such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, and (ii) such first refusal right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to (X) the tenants of the whole PremisesSuperior Leases, and subject (Y) any other tenant of the Real Property which right exists as of the date hereof (the rights described in items (i) and (ii), above to any existing rights of other tenants in the Buildingbe known collectively as “Superior Rights”). Subject to Superior Rights, should the if Landlord receive receives from a bona fide third party an offer (or offers to lease, which a bona fide third party the Landlord is prepared right) to accept with respect to lease all or any premises located on the 16th and 17th floors part of the Building Reserved Area on terms acceptable to Landlord, Landlord agrees to deliver to Tenant a notice as set forth in this Section 1.4 (the “Available SpaceAvailability Notice”). For purposes of this Section 1.4, an email delivered to the email address set forth in Section 5 (Address of Tenant) of the Basic Lease Information (which email address for purposes of notices, shall be subject to change pursuant to Section 24.19 [Notices] below), with a confirmed receipt by Tenant or Tenant’s broker, shall be considered a delivered notice. Such Availability Notice shall set forth the rental rate and such other terms as are acceptable to Landlord in its sole discretion (which will match the terms set forth in the offer received from or delivered to such bona fide third party) (the “Expansion Terms”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy set forth the portion of said the Reserved Area offered to the third party offer redacted so as to contain all, but only, and any additional area in the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party Building included in such offer (the “ROFRExpansion Area”). The tenant shall have the If Tenant, (i) within five (5) business days after receiving receipt of the Landlord’s written notice to advise the Landlord first (1st) Availability Notice, and (ii) within three (3) business days after receipt of any future Availability Notices, indicates in writing that it wishes its agreement to lease the Available Space. For greater certainty, it is agreed that Expansion Area on the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions set forth in the Availability Notice, the Expansion Area shall be included within the Premises and leased to Tenant pursuant to the terms and conditions of the Availability Notice and otherwise on the terms and conditions of this Lease. Accordingly, the Base Rent payable under this Lease shall be increased by the amount of Base Rent attributable to the Expansion Area and Tenant’s Share of Operating Expenses, Tax Expenses and Utilities Costs and parking allocation shall be adjusted to reflect the addition of the Expansion Area. The lease term for the Expansion Area shall, unless otherwise provided in the Availability Notice as part of the Expansion Terms therein, expire coterminously with Tenant’s lease of the Premises, but in no event shall Tenant lease the Expansion Area for a period of less than twenty-four (exactly 24) months, unless otherwise agreed by Landlord. Tenant shall take [FINAL EXECUTION COPY]SMRH:478611488.18 -2- 600 B STREETMitek Systems, Inc. 92917 35XW-244846 the Expansion Area in its “AS-IS” condition (unless otherwise provided in the Availability Notice as part of the Expansion Terms), and Tenant shall be entitled to construct improvements in the Expansion Area at Tenant’s expense, in accordance with and subject to the provisions of Article 8 (Additions and Alterations) of this Lease. The parties shall promptly execute an amendment to this Lease stating the addition of the Expansion Area to the Premises, the Base Rent adjustments and such other modifications described above. If Tenant does not indicate, within five (5) business days after receipt of the first (1st) Availability Notice, or within three (3) business days after receipt of the second (2nd) Availability Notice as set out forth below (if applicable), its agreement to lease the Expansion Area, Landlord thereafter shall have the right to lease the Expansion Area to any third party; provided, however, (i) that if the net effective rent payable by another prospective tenant would be less than ninety percent (90%) of the net effective rent specified in the third party offerAvailability Notice (taking into account all economic terms of the proposed lease arrangement, including rental rate, free rent, tenant improvements and other allowances and concessions), then Landlord shall re-offer the Expansion Area to Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions terms of this Section 1.4 (at the net effective rent offered to such other prospective tenant), prior to proceeding with such third-party lease, and (ii) if Landlord fails to lease the space to a third party within one hundred eighty (180) days following Tenant’s election not to lease the space, Tenant’s right shall again apply (unless and to the extent Landlord is then in active negotiations with a third party, in which event such 180-day period will be extended to allow such negotiations to continue). Tenant’s rights specified in this Section 1.4 are personal to the original named Tenant hereunder executing this Lease (the “Original Tenant”), and its Affiliates permitted pursuant to Section 14.7 (Affiliated Companies/Restructuring of Business Organization) below, and may not be assigned to or exercised by any other person or entity. Tenant’s right to exercise its right of first refusal is subject to (A) no breach or default by Tenant existing under this Lease or the Sublease at the time of Tenant’s exercise of the foregoing paragraphsright of first refusal, (B) Landlord's lender’s approval of the Landlord mayExpansion Terms if required, and (C) Landlord’s review and approval of Tenant’s current financials upon Tenant’s exercise of its right of first refusal. Tenant may exercise its right of first refusal only if Tenant, together with all Affiliates, continues to occupy at least seventy-five percent (75%) of the Premises in accordance with the terms of this Lease. If Tenant fails to timely exercise its sole discretion accept rights under this Section 1.4 in accordance with the said third party offer terms and the tenant conditions set forth herein, such rights shall have be of no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted force or effect as to the tenant shall be deemed particular Availability Notice (but will remain in effect as to be a personal right any subsequent availability of the Tenant Reserved Area, subject to and shall not be assignable or transferable by in accordance with the Tenant nor shall it pass to or devolve upon any assignee or transferee terms and conditions of this lease or Section 1.4). Time is of the essence in Tenant’s exercise of its rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedhereunder.

Right of First Refusal. During Landlord hereby grants to the Term, provided the originally named Tenant herein ("Original Tenant") and its "Permitted Transferee Assignee" (as that term is Kinduct Technologies Inc. and is not defined in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy Section 14.8 below) a one-time right of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept first refusal with respect to any premises located the space located, alternatively, on either the 16th and 17th floors third (3rd) or sixth (6th) floor of the Building (or, if the “Available Space”originally identified Premises is relocated pursuant to Article 22, the First Refusal Space shall, correspondingly, be the thereafter existing, immediately adjacent floors to such relocated Premises), whichever first becomes available following the rights of the "Superior Right Holders" identified hereinbelow (as applicable, the "First Refusal Space"). The parties hereby acknowledge and agree that (i) as of the date of this Lease, the third (3rd) floor alternate component of First Refusal Space is vacant and, accordingly, the applicability of such first refusal right of Tenant to such third (3rd) floor alternate component of First Refusal Space shall commence (a) on the Lease Commencement Date as to First Refusal Space not leased as of the Lease Commencement Date (unless and to the extent Landlord shall notify the Tenant in writing of its intention is actively negotiating with a third party tenant to lease such space as of the Available Space Lease Commencement Date and shall include a copy of said consummates such third party offer redacted so lease within ninety (90) days thereafter, in which case such third-party lease and corresponding space will be treated as an "Initial 3rd Floor Lease," as identified hereinbelow), or (b) the expiration of the initial leases (including renewals and extensions, whether pursuant to contain allrights originally existing or subsequently granted) Landlord may enter into with regard to the third (3rd) floor portion of the First Refusal Space (the "Initial 3rd Floor Leases"), but only(ii) as of the date of this Lease, the main business terms and conditions. The Tenant shall thereafter, sixth (6th) floor alternate component of First Refusal Space is subject to a third party lease of the following paragraphsixth (6th) floor portion of the First Refusal Space (the "Existing 6th Floor Lease") and, have accordingly, the opportunity applicability of such first refusal right of Tenant to lease such sixty (6th) floor alternate component of First Refusal Space shall be subordinate to all rights of tenants under such Existing 6th Floor Lease and the Available Space Initial 3rd Floor Leases (all such tenants under the same Existing 6th Floor Lease and Initial 3rd Floor Leases, collectively, the "Superior Right Holders"). Tenant's right of first refusal shall be on the terms and conditions of the said third party offer (the “ROFR”)set forth in this Section 1.3. The tenant shall have the (5) business days after receiving the Landlord’s written notice to advise the Landlord in writing that it wishes to lease the Available Space. For greater certainty./ -/// -8- XXXXXX REALTY, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out in the third party offer), the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selected.L.P. [ACADIA Pharmaceuticals Inc.]

Right of First Refusal. During Before an Owner (“Selling Owner”) Transfers or becomes obligated to Transfer to a person other than a Permitted Transferee, Selling Owner shall give the Term, provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy other Owners (“Remaining Owners”) notice of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under the same terms and conditions of the said third party offer upon which Selling Owner would Transfer (the “ROFRTransfer Notice”). The tenant Remaining Owners shall have the first right (5“Right of First Refusal”), exercisable within twenty (20) business days after receiving receipt of the Landlord’s written Transfer Notice by delivery of notice to advise the Landlord in writing that it wishes Selling Owner (“Exercise Notice”), to lease consummate the Available Space. For greater certainty, it is agreed that Transfer on the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms and conditions (exactly as set out stated in the Transfer Notice. If more than one Remaining Owner exercises the Right of First Refusal, each Remaining Owner exercising the Right of First Refusal (“Remaining Owner Transferee”) shall be entitled to consummate the Transfer of such portion of the Interest or control as is equal to the Selling Owner’s Pro Rata Share multiplied by a fraction, the numerator of which is the Pro Rata Share of such Remaining Owner Transferee, and denominator of which is the sum of the Pro Rata Shares of all of the Remaining Owner Transferees. The closing of any Transfer pursuant to the exercise of the Right of First Refusal shall occur within sixty (60) days after the delivery of the Transfer Notice to the Remaining Owners. If the Remaining Owners fail to timely exercise the Right of First Refusal, the Selling Owner shall have the right to Transfer the Interest or control which was the subject of the Transfer Notice at any time within six (6) months after the date of delivery of the Transfer Notice to the Remaining Owner(s), to a third party, on terms and conditions not materially more favorable to such third party offer)than the terms and conditions set forth in the Transfer Notice, and for a Transfer price not less than 95.00 percent of the Tenant shat forthwith enter into an agreement amending price in the lease Transfer Notice, after which period the Selling Owner shall again be obligated to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance comply with the provisions of this Section 10 in connection with any proposed Transfer. If Closing apportionments are not provided for in the foregoing paragraphs, the Landlord mayTransfer Notice, at its sole discretion accept the said third party offer closing of any Transfer any closing apportionments which are then usual and customary in the tenant sale of commercial real estate in the State in which the Property is located, shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to nevertheless be made between the tenant shall be deemed to be a personal right parties as of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedTransfer closing date.

Right of First Refusal. During (a) Provided that the TermLease is in full force and effect and there exist no Defaults by Tenant under the Lease , provided the Tenant is Kinduct Technologies Inc. and is not in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy shall have a right of the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building first refusal (the “Available Right of First Refusal”) to lease all of the office space on the third (3rd) floor and fourth (4th) floor of the North Tower (hereinafter the “First Refusal Space”), as demarcated on Exhibit B hereto, in accordance with the terms and conditions contained herein. In the event Landlord obtains a bona fide written offer from a prospective tenant to lease all or any portion of the First Refusal Space on or before December 31, 2006, and Landlord desires to accept such offer, then Landlord shall notify the submit to Tenant in writing all of its intention the material terms and conditions of such proposed offer to lease (hereinafter referred to as the Available “Offer”) and Tenant shall have the right and option to lease that portion of the First Refusal Space covered by the Offer upon the same monetary terms and conditions as contained in the Lease as modified by this Fourth Amendment, including a tenant improvement allowance in the amount of Twenty-Two and 50/100 Dollars ($22.50) per square foot for such portion of the First Refusal Space, such allowance to be reduced on a prorated basis based on the remaining number of months in the Extension Term. In the event Landlord wishes to accept an Offer received after December 31, 2006, Tenant shall include a have the right and option to lease that portion of the First Refusal Space covered by the Offer upon the same monetary terms and conditions contained in that Offer, including any offer of free rent and tenant improvement allowances, as embodied in the copy of said third party offer redacted so as to contain allsuch Offer, but only, the main business terms and conditions. The Tenant shall thereafter, subject to the following paragraph, have the opportunity to lease the Available Space under otherwise upon the same terms and conditions as the Lease, as hereby amended. If Tenant shall elect to exercise its right to lease that portion of the said third party offer First Refusal Space covered by the Offer, written notice of such election shall be given to Landlord within ten (10) days from the time that Tenant first received a copy of the Offer from Landlord (hereinafter referred to as the “ROFROffer Period”). The tenant shall have If Tenant fails to timely give an unqualified acceptance of the (5) business days after receiving Offer within the Landlord’s written notice to advise Offer Period, Landlord may proceed with the Landlord in writing that it wishes to lease of the Available First Refusal Space. For greater certainty, it is agreed that the Tenant shall inform commence payment of rent for the Landlord First Refusal Space and the term of its total lack of interest the First Refusal Space shall commence upon the date set forth in the Available Offer. The Lease Term for the First Refusal Space shall be coterminous with Tenant’s lease of the initial Premises, provided, however, that in order to prevent any unnecessary disclosure no event shall the Lease Term for the First Refusal Space be less than eighty percent (80%) of confidential information. Should the Tenant elect to lease such Available term for the First Refusal Space on such terms and conditions (exactly as set out stated in the third party offer)Offer, and provided further that any tenant improvement allowance, free rent and/or any other economic incentive embodied in the Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant Offer shall be deemed to be reduced on a personal right prorated basis based on the number of months in such shortened Lease Term for the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to or devolve upon any assignee or transferee of this lease or of the rights granted thereby or subtenant of the whole or a portion of the proposed Premises selectedFirst Refusal Space.

Right of First Refusal. During the Term, provided the Provided Tenant is Kinduct Technologies Inc. and is not then in default, and has not been in substantial or repetitive default under this leasethe Lease, is itself in occupancy of Tenant shall have the whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located right exercisable on the 16th and 17th floors of the Building seven (the “Available Space”), the Landlord shall notify the Tenant in writing of its intention 7) business days prior written notice to lease the Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the main business terms and conditions. The Tenant shall thereafter, subject any space contiguous to the following paragraph, have the opportunity to lease the Available Space under Premises on the same terms and conditions as the Landlord may receive in writing from and signed by a third party. Such right of first refusal shall not apply to renewals or extensions of leases currently in effect in the Building. If Landlord receives a bona fide, arm’s length offer from some third party for the lease thereof which Landlord wishes to accept, Landlord shall furnish a copy of the said third party offer to Tenant within seven (the “ROFR”). The tenant shall have the (57) business days after receiving receipt from the Landlord’s third party, and offer to lease the space to Tenant with the same deposit on the same terms and conditions, using the same lease form. Tenant shall have seven (7) business days after receipt of an offer from Landlord within which to give written notice to advise the Landlord in writing that it wishes of Tenant’s election to lease the Available Space. For greater certainty, it is agreed that space on the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such same terms and conditions (exactly as set out in and deliver the third party offer)deposit to Landlord. Upon a timely election to lease, the Landlord and Tenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Should the Tenant elect not to lease such Available Space or should the Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such Available Space. The ROFR granted to the tenant shall be deemed to be have (i) entered into a personal right written lease with the same terms, conditions, and form as made by the third-party and Landlord and Tenant shall thereafter execute and deliver a lease to that effect (the “Expansion Space Lease”); and (ii) extended the then current term of this Lease to the ending date of the Tenant and Expansion Space Lease; provided, however, that the then current term of this Lease shall not under any circumstances be assignable or transferable by shortened even if the Tenant nor shall it pass Expansion Space Lease ends prior to or devolve upon any assignee or transferee the Ending Date of this Lease. If Landlord does not receive the deposit and a timely written election to lease or from Tenant within the seven (7) business days, it is an election by Tenant not to lease. All rights of the rights granted thereby or subtenant of the whole or first refusal end upon an election not to lease as provided above. LANDLORD: CITIZENS RESERVE, LLC, a portion of the proposed Premises selected.Florida Limited Liability Company /s/ L.X. XXXXXX By: /s/ DXXXXX X. XXXXXX WITNESS Dxxxxx X. Xxxxxx Manager /s/ TXXXXXX X. X’XXXX WITNESS TENANT: CITIZENS NATIONAL BANK OF SOUTHWEST FLORIDA, N.A. /s/ L.X. XXXXXX WITNESS By: /s/ JXXX X. XXXXX Jxxx X. Xxxxx Chief Executive Officer /s/ TXXXXXX X. X’XXXX WITNESS