Common use of Right of Refusal Clause in Contracts

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal to lease space in the Project (the “Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premises.

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal to lease (the “Right of Refusal”) for that certain space in the Project Building known as Suite 115, containing approximately 1,533 rentable square feet (the “Refusal Space”) under ), as shown on Exhibit A-1 to this Lease, on the terms and conditions as provided belowfollowing basis: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, i. Landlord will shall notify Tenant in writing if and when it has all or a portion of the Landlord receives an acceptable third-party offer to lease any Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Offer Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after ). Landlord’s Offer Notice shall include the material business terms upon which the third party is received. If Tenant does provide to Landlord notice willing to lease the Refusal Space. Following receipt of Landlord’s Offer Notice, Tenant shall have five business days within which to deliver to Landlord notice of Tenant’s election to exercise its Right of Refusal as to the Refusal Space (“Tenant’s Acceptance Notice”). In order to exercise its Right of Refusal, Tenant must lease all of the Refusal Space and not only a portion thereof. Additionally, if Landlord’s Offer Notice states that the third party offer is for space that is greater than but includes Refusal Space, then to exercise the Right of Refusal, Tenant must lease the entire space offered by Landlord and not just the Refusal Space. If Tenant does not timely deliver Tenant’s Acceptance Notice to Landlord, it will negotiate be conclusively presumed that Tenant has waived its Right of Refusal as to the Refusal Space; provided, however, in good faith the event the Refusal Space shall become vacant and available again during the Term, Tenant’s Right of Refusal shall be reinstated on the terms set forth herein. ii. The Refusal Space will be offered to agree Tenant under the same business terms upon which the third party is willing to lease the Refusal Space. Otherwise, the terms and conditions of this Lease shall apply to Tenant’s lease of the Refusal Space. After exercise of the Right of Refusal, the parties will execute an amendment to the Lease to add evidencing the addition of the Refusal Space within ten (10) business days after Space. Unless expressly waived by Landlord’s receipt of , Tenant’s notice Right of intent to lease on all Refusal is conditioned on: (a) Tenant not being in default under the same terms provided to Lease at the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt time of exercise of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease Right of Refusal or on the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlorddate that Tenant’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion occupancy of the Refusal Space is scheduled to commence beyond any applicable cure period; (b) Tenant not having vacated or subleased more than 25% of the Premises or assigned its interest in the Lease at the time it exercises the Right of Refusal or on the date that Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance ’s occupancy of the Refusal Space that has not been offered is scheduled to Tenant under this section remains subject to commence; and (c) Tenant’s financial condition not having materially adversely changed since the Effective Date. Tenant’s rights pursuant to this paragraph are personal to GI Therapeutics, Inc., and, upon an assignment by G1 Therapeutics, Inc. of its rights and interests under the Lease (other than to a permitted assignee pursuant to Section 17(b) of this Lease), this Section shall be null and void. iii. Tenant only has the Right of First Refusal provided hereinif the Refusal Space is vacant and available. The rights provided to Tenant in this Section (i) are subject to does not have the pre-Right of Refusal upon the renewal or extension of an existing rights of other tenants of Lease, even if the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall Lease being extended or renewed does not inure to the benefit of any subtenant of all contain an extension or a portion of the Premisesrenewal right.

Right of Refusal. Landlord hereby grants Provided Tenant has not committed any Event of Default under this Lease, prior to Tenant executing a one-time right lease of first refusal any tenant space which is adjacent to lease space in the Project Leased Premises (the “Refusal Space”) under with a prospective tenant (other than Tenant or the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) then-current tenant or event of default by Tenant under the Leaseoccupant thereof), Landlord will shall notify Tenant when it has all or a portion in writing of the Refusal Space offered for lease to a third party (the “Third Party”) availability of such space and the terms and conditions upon which Landlord is willing to lease such space to Tenant (“Landlord’s NoticeNotice of Intent to Lease”) . (ii) ). If Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease has an interest in leasing all or not to lease a portion of the Refusal Space Space, Tenant shall, within ten (10) business days after of receipt of Landlord’s Notice is receivedof Intent to Lease, notify Landlord in writing of such interest. If Tenant does provide to Landlord notice to lease the Refusal Space, (A) Landlord and Tenant will negotiate in good faith are unable within twenty (20) days following Tenant’s receipt of Landlord’s Notice of Intent to Lease to agree upon an amendment mutually acceptable lease terms, including (but not limited to) rental rates, (B) Tenant does not respond in writing to the Landlord’s Notice of Intent to Lease to add the Refusal Space within ten (10) business days after Landlordof Tenant’s receipt of such notice, indicating Tenant’s notice of intent desire to lease on all the same terms provided to the Third-Party. If upon such terms, or (C) if within said ten (10) day period Tenant does not provide gives written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right affirmatively stating it has no desire to lease any of the Refusal Space and at that time, Landlord shall be free to enter into negotiate a lease with the Third Party (upon substantially the same a third-party tenant under whatever terms it may offer and conditions listed which will be accepted by such third-party tenant, in Landlord’s Notice), and which event Tenant shall have no further rights with respect or privileges under this Section 32. Tenant may not exercise Tenant’s rights under this Section 32 if Tenant is not then occupying the entire Leased Premises. Tenant’s rights under this Section 32 shall terminate if (a) this Lease or Tenant’s right to that particular Refusal Space within possession of any of the Project. Once Landlord has offered a specific Leased Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Leased Premises.

Right of Refusal. Provided Tenant is not in default under the Lease and provided Travel Technologies Group. L.P. is in occupancy of the Premises and has not assigned or sublet it; then tenant, (but not any transferee) (but not any assignee or subtenant of Tenant) shall have the right, subject to the terms below, to Lease the space outlined in Exhibit “F-1” attached hereto and labeled any space on the 13th floor that is currently available or comes available for lease, subordinate to any existing renewal options or Rights of First Refusals that other tenants may have. See “First Right of Refusal Space” (herein so called) outlined on Exhibit F-1. before it is leased to any third party. In the event any third party expresses interest in leasing all or any portion of the First Right of Refusal Space during the Term of the Lease which Landlord hereby grants is prepared to accept, (“Third Party Interest”), Landlord shall offer the First Right of Refusal Space to Tenant a one-time right of first refusal to lease space in upon the Project (the “Refusal Space”) under the same terms and conditions as provided below: in the Lease for the original Premises, except that (i) So long as there is no default (beyond any applicable grace and/or cure period) or event the rent for the First Right of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered shall be the prevailing market rate, for lease to a third party (comparable office space located in the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . Building, (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease accept the First Right of Refusal Space “As-Is”, unless otherwise agreed to by Landlord and Tenant. Tenant shall notify Landlord in writing of the acceptance of such offer within ten three (103) five (5) business days after Landlord’s Notice Landlord has delivered such offer to Tenant, specifying that such First Right of Refusal Space has been accepted by Tenant and is receiveda part of the Premises demised pursuant to the Lease for the remainder of the Lease Term and any renewal thereof, if applicable, and containing other appropriate terms and conditions relating to the addition of the First Right of Refusal Space to this Lease (including specifically any increase or adjustment of the rent as a result of such addition). If In the event that Tenant does provide not notify Landlord in writing of its acceptance of such offer within such three (3) five (5) business day period, then Tenant’s rights under this paragraph with respect to the First Right of Refusal Space shall terminate and Landlord notice shall thereafter be able to lease the First Right of Refusal Space or any portion thereof to any third party. Any termination of the Lease shall terminate all rights of Tenant with respect to the First Right of Refusal Space, Landlord and . The rights of Tenant will negotiate in good faith to agree upon an amendment with respect to the Lease to add the First Right of Refusal Space within ten (10) business days after shall not be severable from the Lease, nor may such rights be assigned or conveyed in connection with any permitted assignment of the Lease. Landlord’s receipt of Tenant’s notice of intent consent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt any assignment of the Lease shall not be construed as allowing an assignment or a conveyance of such rights to any assignee. Nothing herein contained should be construed so as to limit or abridge Landlord's Notice, Tenant will have been deemed ’s ability to have waived its right deal with the First Right of Refusal Space or to lease the First Right of Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in other tenants, Landlord’s Notice)sole obligation being to offer, and Tenant shall have no further rights with respect if such offer is accepted, to that particular deliver the First Right of Refusal Space within the Projectto Tenant in accordance with this provision. Once The Lease shall not be void or voidable, nor shall Landlord has offered a specific portion be liable to Tenant for any loss or damage resulting from any delay in delivering possession of the First Right of Refusal Space to Tenant, but abatement of the Base Rental attributable to the First Right of Refusal Space from the date of Tenant’s acceptance of Landlord’s offer with respect to the First Right of Refusal offer to the date of actual delivery of the First Right of Refusal Space shall constitute full settlement of all claims that Tenant might have against Landlord by reason of the First Right of Refusal Space not being delivered upon the date of Tenant’s acceptance of Landlord’s offer. Provided that no event has ever occurred under any term or provision contained in this Lease and no condition exists which with the passage of time or the giving of notice or both would constitute an event of default pursuant to this Lease and provided that Tenant has continuously occupied the Premises for the Permitted Use during the Lease Term, Tenant (but not leased such specific portion any assignee or subtenant) shall have the right and option (the “Renewal Option”) to renew this Lease, by written notice delivered to Landlord no later than six (6 ) months prior to the expiration of the initial Lease Term, for a period of sixty (60) months (Renewal Term), at the then prevailing market rates for space within the Building comparable Class A Buildings within the Central Expressway submarket in Dallas. Texas, with comparable views, square footage, leasehold improvements and concessions, if any, and under the terms same terms, conditions, and conditions provided covenants contained in this Sectionthe Lease, except that (a) no abatements or other concessions, if any, applicable to the initial Lease Term shall apply to the Renewal Term; and (b) Tenant shall have no further right option to such specific portion; provided, however, renew this Lease beyond the balance expiration of the Refusal Space that has not been offered Renewal Term; and (c) all leasehold improvements within the Premises shall be provided in their then existing condition (on an “as is basis) at the time the Renewal Term commences. Failure by Tenant to Tenant under this section remains subject to notify Landlord in writing of Tenant’s Right election to exercise the Renewal Option herein granted within the time limits set forth for such exercise shall constitute a waiver of First Refusal provided hereinsuch Renewal Option. The rights provided In the event Tenant elects to exercise the Renewal Option as set forth above, Landlord shall, within twenty (20) days thereafter, notify Tenant in this Section writing of the proposed rental for the Renewal Term (ithe “Proposed Renewal Rental”). Tenant shall within twenty (20) days following delivery of the Proposed Renewal Rental by Landlord notify Landlord in writing of the acceptance or rejection of the Proposed Renewal Rental. If Tenant accepts Landlord’s proposal, then the Proposed Renewal Rental shall be the rental rate in effect during the Renewal Term. Failure of Tenant to respond in writing during the aforementioned twenty (20) day period shall be deemed an acceptance by Tenant of the Proposed Renewal Rental. Should Tenant reject Landlord’s Proposed Renewal Rental during such twenty (20) day period, then Landlord and Tenant shall negotiate during the thirty (30) day period commencing upon Tenant’s rejection of Landlord’s Proposed Renewal Rental to determine the rental for the Renewal Term. In the event Landlord and Tenant are unable to agree to a rental for the Renewal Term during said thirty (30) day period, then the Renewal Option shall terminate and be null and void and the Lease shall, pursuant to its terms and provisions, terminate at the end of the original Lease Term. Upon exercise of the Renewal Option by Tenant and subject to the pre-existing conditions set forth hereinabove, the Lease shall be extended for the period of such Renewal Term without the necessity of the execution of any further instrument or document, although if requested by either party, Landlord and Tenant shall enter into a written agreement modifying and supplementing the Lease in accordance with the provisions hereof. Any termination of the Lease during the initial lease Term shall terminate all renewal rights hereunder. The renewal rights of other tenants Tenant hereunder shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Building Lease. Landlord’s consent to any assignment of the Lease shall not be construed as described on Exhibit C, attached hereto and made allowing an assignment of such rights to any assignee. The following provisions form a part hereof, of and constitute the basis for this Guaranty of Lease (ii) shall not inure herein referred to as the benefit of any subtenant of all or a portion of the Premises.“Guaranty”):

Right of Refusal. Landlord hereby grants (a) Subject to Tenant Sections 4.2(a) and 4.3(d), after the third anniversary of the date of this Lease and provided that no Lease Event of Default has occurred and is continuing, Lessee shall have a one-time right of first refusal as described in this Article 4 with respect to lease space (i) any sale of the Property or (ii) any sale or sales that would in the Project aggregate result in the Equity Investor or its Affiliates ceasing to own, directly or indirectly, at least a majority interest in Lessor and in the profits and losses of Lessor. If Lessor or any party that owns an interest, directly or indirectly, in Lessor (the “Refusal SpaceOfferor”), receives an offer for the Property or any of the above described interests from any party (other than an Affiliate of such Offeror), which offer the Offeror wishes to accept or has accepted subject to Lessee’s rights in this Article 4, the Offeror shall deliver to Lessee a notice (constituting an offer) under stating the sales price and all other material terms for the sale of the Property or interest that Lessor would accept (which notice may be an executed purchase and sale agreement with a prospective purchaser (which must be subject to the terms of this Article 4)) (the “First Refusal Notice”). Lessee shall have thirty (30) days from its receipt of the First Refusal Notice to accept the offer set forth in the First Refusal Notice (the “Terms”). For purposes hereof, the thirty (30) day period is referred to as the “Applicable Period”. A First Refusal Notice may be accepted by Lessee or its designee. The Offeror shall not be permitted to revoke the First Refusal Notice during the Applicable Period, but the First Refusal Notice shall be deemed to be revoked during the Applicable Period if Offeror and conditions Lessee or its designee enter into a purchase agreement on terms different than the Terms. The Terms may be rejected by Lessee at any time. (b) If Lessee desires to accept the Terms for the Property or the offered interests, Lessee must accept the Terms within the Applicable Period and must enter into a purchase agreement with the Offeror for the purchase and sale of the Property or offered interests in substantially the same form as provided below:executed between the Offeror and the prospective purchaser, but without any inspection period, by the later of (x) the expiration of the Applicable Period or (y) thirty (30) days after Lessee has irrevocably accepted the Terms. The purchase agreement for the sale of the Property or offered interests shall provide for a closing on the terms set forth in the Terms. Lessor (on behalf of the Offeror) and Lessee agree to negotiate any purchase agreement in good faith, subject to Section 4.3. Lessee shall not have the right to accept the Terms during the continuance of any Lease Event of Default. (c) If Lessee (or its designee) rejects the Terms, the Offeror shall either (i) So long as there is no execute a purchase agreement on the Terms and close (absent a default (beyond any applicable grace and/or cure periodby the buyer) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant if the Terms were contained in an executed agreement with a buyer, close on the Terms therein (absent a default by the buyer), in each case within 120 days from (y) the expiration of the Applicable Period or (z) the date Lessee rejects the Terms, whichever is earlier. This Lease and Lessee’s rights hereunder shall provide written notice to Landlord, as to Tenant’s decision to lease survive any sale or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is receivedtransfer described herein. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant closing does not provide written notice to Landlord occur within ten (10) business days after receipt of such period, the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord Offeror shall be free required to enter into a lease with repeat the Third Party (upon substantially procedure set forth in Section 4.1(a) if it still wishes to sell the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has Property or offered a specific portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premisesinterests.

Right of Refusal. Effective on April 1, 2005, the following “Right of Refusal” shall replace Exhibit G, Section Two, entitled “Expansion Space”, as amended in the Second Amendment: Landlord hereby grants to Tenant a one-time right Right of first refusal to lease space in the Project Refusal (the “Right of Refusal”) to lease approximately 9,473 square feet of space contiguous to the Premises (the “Right of Refusal Space”) under as depicted on Exhibit B-1 attached hereto when the terms space becomes vacant and conditions as provided belowavailable on the following basis: A. Tenant has five (i5) So long as there is no default (beyond any applicable grace and/or cure period) days after being notified by Landlord that Landlord has received or event of default by Tenant under negotiated a bona fide offer for the Lease, Landlord will notify Tenant when it has all or a portion lease of the Right of Refusal Space offered for lease to a third party (the “Third PartyLandlord’s Refusal Notice”) and the terms and conditions upon within which to give Landlord is willing its notice of its election to lease exercise its Right of Refusal as to such space (“Landlord’s Tenant Refusal Notice”) ). Tenant must lease all of the Right of Refusal Space that is subject to the bona fide offer and not only a portion thereof. (ii) B. If Tenant shall provide written does not timely give notice to Landlord, as to Tenant’s decision to lease or not it will be conclusively presumed that Tenant has waived its Right of Refusal, Landlord shall be free to lease the Right of Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord anyone whom it desires and Tenant will negotiate have no further rights to the Right of Refusal Space C. The Right of Refusal Space will be offered to Tenant for a term coterminous with the Term and upon the exact same terms as that being offered the third-party pursuant to the bona fide offer (except for any adjustment that must be made because the term in good faith to agree upon the bona fide offer is different than the remaining period of the Lease) . After exercise of the Right of Refusal, the parties will execute an amendment to the Lease to add evidencing the Refusal Space within ten (10) business days after addition of such space. D. Unless expressly waived by Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section is conditioned on: (i) are subject to Tenant not being in default under the pre-existing rights Lease at the time of other tenants exercise of the Building as described Right of Refusal or on Exhibit C, attached hereto and made a part hereof, and the date that Tenant’s occupancy of the Offered Space is scheduled to commence; (ii) shall Tenant not inure having vacated or subleased more than 25% of the Premises or assigned its interest in the Lease at the time it exercises the Right of Refusal or on the date that Tenant’s occupancy of the Offered Space is scheduled to commence; (iii) Tenant’s financial condition not having materially adversely changed since the Effective Date and (iv) there being at least two years remaining in the Term. E. Tenant’s Right of Refusal only accrues when the Right of Refusal Space becomes vacant and available. It does not apply to the benefit renewal or extension of any subtenant of all a lease, even if the lease being extended does not contain a written extension or a portion of the Premisesrenewal right.

Right of Refusal. Landlord hereby grants to A. Tenant a one-shall have the one time right of first refusal with respect to any space that comes available for lease space in the Project (Building, ( the “"Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of "). Tenant's right with respect to the Refusal Space offered for lease on the first (1st) floor of the Building shall be a right of first refusal. Tenant's right with respect to the Refusal Space on the third (3rd) floor of the Building shall be a third party right of second refusal, subject and subordinate to the rights of Environmental Resourse Management. In addition, if Landlord provides Tenant with an Advice that contains expansion rights (the “Third Party”whether such rights are described as an expansion option, right of first refusal, right to first offer or otherwise) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or does not exercise its Right of First Refusal to lease the Refusal Space within ten described in the Advice, Tenant's Right of First Refusal shall be subject and subordinate to all such expansion rights contained in the Advice. Tenant's right of refusal shall be exercised as follows: when Landlord has a prospective tenant (10"Prospect") business days after Landlord’s Notice interested in leasing all or any portion of the Refusal Space, Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is received. If prepared to lease the Refusal Space to such Prospect and Tenant does provide to Landlord notice to may lease the Refusal Space, under such terms, by providing Landlord with written notice of exercise ("Notice of Exercise") within five (5) business days after the date of the Advice. If the Refusal Space is located on the third floor, Landlord may either postpone sending Tenant an Advice until after the Refusal Space has been offered to Environmental Resource Management or simultaneously send Tenant an Advice, which Advice will be subject to the superior rights of Environmental Resource Management. Notwithstanding the foregoing, Tenant shall have no such Right of Refusal and Landlord need not provide Tenant with an Advice if: 1. Tenant is in default under the Lease at the time Landlord would otherwise deliver the Advice; or 2. the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice; or 3. the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice; or 4. the Refusal Space is not intended for the exclusive use of Tenant during the Lease Term; or 5. the Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice. B. The term for the Refusal Space shall commence upon the commencement date stated in the Advice and thereupon such Refusal Space shall be considered a part of the Premises, provided that all of the terms stated in the Advice (including, without limitation, the expiration date set forth in the Advice) shall govern Tenant's leasing of the Refusal Space and only to the extent that they do not conflict with the Advice, the terms and conditions of this Lease shall apply to the Refusal Space. Notwithstanding the foregoing, if the lease term for the Refusal Space will negotiate expire prior to the Termination Date of this Lease, Landlord, to the extent it is able to do so without violating the rights of any other tenant in the Building, shall work together with Tenant in good faith to agree upon an amendment to the Lease to add terms under which Tenant may lease the Refusal Space for a term that expires coterminously with the Termination Date. The Refusal Space (including improvements and personalty, if any) shall be accepted by Tenant in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Refusal Space or the date the term for such Refusal Space commences, unless the Advice specifies work to be performed by Landlord in the Refusal Space, in which case Landlord shall perform such work in the Refusal Space. C. The rights of Tenant hereunder with respect to any portion of the Refusal Space for which Landlord has a Prospect shall terminate on the earlier to occur of (i) Tenant's failure to exercise its Right of First Refusal within ten the five (105) business days after Landlord’s receipt day period provided in paragraph A above, and (ii) the date Landlord would have provided Tenant an Advice if Tenant had not been in violation of Tenant’s notice one or more of intent the conditions set forth in Paragraph A above. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its Right of First Refusal, but failed to provide Landlord with a Notice of Exercise within the five (5) business day period provided in paragraph A above, and (ii) Landlord does not enter into a lease on all for the same terms provided Refusal Space with the Prospect or any other prospect within a period of six (6) months following the date of the Advice, Tenant shall once again have a Right of First Refusal with respect to such Refusal Space. In addition, Tenant shall once again have the Right of First Refusal with respect to the Third-Party. If Tenant does not provide written notice to Refusal Space if, within such six (6) months period, Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right proposes to lease the Refusal Space and Landlord to the Prospect or any other Prospect on terms that are substantially different than those set forth in the Advice. For purposes hereof, the terms offered to a prospect shall be free deemed to enter into a lease with the Third Party (upon be substantially the same terms and conditions listed as those set forth in Landlord’s Notice), and Tenant shall have the Advice as long as there is no further rights with respect to that particular Refusal Space within more than a ten percent (10%) reduction in the Project. Once Landlord has offered a specific portion "bottom line" cost per rentable square foot of the Refusal Space to Tenant, and Tenant has not leased such specific portion the Prospect when compared with the "bottom line" cost per rentable square foot under the Advice, considering all of the economic terms and conditions provided in this Sectionof the both deals, Tenant shall have no further right to such specific portion; providedrespectively, howeverincluding, without limitation, the balance net rent, any tax or expense escalation or other financial escalation and any financial concessions. To the extent such rights have not terminated on an earlier date, Tenant's rights hereunder shall terminate on July 1, 1999. D.1. If Tenant exercises its Right of First Refusal, Landlord shall prepare an amendment (the "Refusal Space Amendment") adding the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of Premises on the Building as described on Exhibit Cterms set forth in the Advice and reflecting the changes in the Base Rental, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion square footage of the Premises, Tenant's Pro Rata Share and other appropriate terms.

Right of Refusal. Landlord hereby grants to During the initial term of the Lease Tenant shall have a one-time right of refusal, subject to existing rights granted to other tenants, to lease Suite 100 located on the first floor of the Building as identified in Exhibit "A-2" to the Lease (and which shall be referred to as the "Expansion Space"), if and when Landlord makes the Expansion Space, or any part thereof, available for leasing to others, upon the following terms and conditions: A. In the event that (i) the Expansion Space, or any part thereof, becomes or is about to become available for leasing, and (ii) if Landlord receives a bona fide offer for the lease of all or any portion of the Expansion Space, then Landlord shall notify Tenant of such fact, and Tenant shall have the right of refusal to lease space in that portion of the Project (Expansion Space at the “Refusal Space”) under rent and on the terms and conditions contained in Landlord's offer. B. The right of refusal will be extended by Landlord giving Tenant written notice of the particular offer received by Landlord, together with a summary of the offer, requiring Tenant to accept the offer and to sign an appropriate lease agreement with respect to the subject portion of the Expansion Space at the rent and on the terms set forth in the offer. Tenant shall accept or reject the offer contained in Landlord's notice within three (3) business days after the receipt of such notice. If the lease with Tenant for the Expansion 33 Space is not signed within the 3-business day period following receipt of Landlord's notice. Landlord will have the right to accept the offer free of the rights of Tenant under this Paragraph 3. Any space leased by Tenant will be added to the Leased Premises as of the date provided below:in the offer, and the rent will be adjusted to reflect the rent provided to be paid in accordance with the offer. Tenant agrees to execute amendments to the Lease to reflect additions to the Leased Premises resulting from the exercise of the right of refusal to lease. Tenant's lease of any space pursuant to this right of refusal will be on all the terms and conditions set forth in this Lease except as to any terms in the offer that differ from the terms of the Lease, which will be set forth in Landlord's notice. Landlord is under no obligation to offer for lease all or any portion of the Third Expansion Space to Tenant or any other person. C. Notwithstanding any other provision set forth above, it is agreed that (i) So long as there Tenant shall not be permitted to exercise any of its rights contained in this Paragraph 3 at any time when the Lease is no not in effect or at any time when Tenant is in default (beyond under any applicable grace and/or cure period) of the terms, covenants, conditions, provisions or event agreements of default by Tenant under the Lease, (ii) in the event that Tenant assigns the Lease or sublets any portion of the Leased Premises at any time this Paragraph 3 shall be of no further force or effect, and (iii) Tenant may not exercise the right contained in this Paragraph 3 if the effective date of the addition of the Expansion Space to the premises previously leased would be at any time during the last six months of the term of the Lease. Tenant acknowledges that it is only being granted a right of refusal, that is subject and subordinate to the rights of ICM Mortgage Company. D. In the event that Tenant fails to exercise the foregoing right of refusal and Landlord will notify Tenant when it has leases all or a portion of the Refusal Expansion Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice pursuant to Landlord, 's offer as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this SectionParagraph 3, Tenant shall have no further right to such specific portion; provided, however, the balance time being strictly of the Refusal Space that has not been offered to Tenant under this section remains subject to essence, Tenant’s Right 's right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto refusal shall be null and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premisesvoid.

Right of Refusal. Landlord Lessor hereby grants to Tenant a one-time right Lessee an ongoing Right of first refusal First Refusal to lease the adjoining approximately 2,822 square feet of space in to the Project (the “Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion east of the Premises on the north side of the Building. If Lessee elects to exercise its Right of First Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space within the first two (“Landlord’s Notice”2) . years of the date of this Modification and Ratification of Lease, it shall be under the same terms and conditions of this Modification and Ratification of Lease. After the first two (ii2) Tenant shall provide written notice to Landlord, as to Tenant’s decision years if Lessor desires to lease or not such space to lease the Refusal Space within a third party, Lessee shall have ten (10) business days after Landlord’s Notice is receivedfrom receipt of such notice to notify Lessor in writing of Lessee's intent to exercise its Right of First Refusal. If Tenant Lessee does provide not exercise its Right of First Refusal, then Lessor may lease such space to Landlord notice any third party. If Lessee elects to exercise its Right of First Refusal to lease such space, the term for such space shall expire simultaneously with the term of this lease, and the rent for such space shall be based on the lesser of the then prevailing rental rates for properties of equivalent quality, size, utility and location, with the length of the Lease term and credit standing of Lessee to be taken into account or a third party offer, otherwise subject to all of the same terms, covenants, and conditions of this Modification and Ratification of Lease. Within thirty (30) days from the date of Lessee's election to exercise its Right of First Refusal, Lessee shall execute plans and specifications, change orders showing construction costs to be paid by Lessee, if any, and a Modification and Ratification of this Lease to include the additional space; otherwise Lessee's Right of First Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment shall terminate as to the Lease space described in the notice from Lessor to add Lessee and Lessor may lease such space to any third party. If Lessee does not exercise its Right of First Refusal and Lessor leases such space to a third party, then when such third party's rights to the space have been completely terminated, either by expiration, termination or any other means, Lessee shall have a fifteen 2 (15) day option to lease such space at the then prevailing market rental rates. If after fifteen (15) days Lessee fails to exercise its option, said option shall expire, and Lessee shall thereafter possess a Right of First Refusal Space within on such space. If Lessor desires to lease such space to a third party, Lessee shall have ten (10) business days after Landlord’s from receipt of Tenant’s such notice of to notify Lessor in writing if Lessee's intent to lease on all the same terms provided to the Third-Partyexercise its Right of First Refusal. If Tenant Lessee does not provide written notice exercise its Right of First Refusal, then Lessor may lease such space to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed any third party. If Lessee elects to have waived exercise its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in lease such space, the term for such space shall expire simultaneously with the term of this Section (i) are lease, and the rent for such space shall be based on the lesser of the then prevailing rental rates for properties of equivalent quality, size, utility and location, with the length of the Lease term and credit standing of Lessee to be taken into account or a third party offer, otherwise subject to the pre-existing rights of other tenants all of the Building as described on Exhibit Csame terms, attached hereto and made a part hereofcovenants, and conditions of this Modification and Ratification of Lease. Within thirty (ii30) days from the date of Lessee's election to exercise its Right of First Refusal, Lessee shall not inure execute plans and specifications, change orders showing construction costs to be paid by Lessee, if any, and a Modification and Ratification of this Lease to include the additional space; otherwise Lessee's Right of First Refusal shall terminate as to the benefit of space described in the notice from Lessor to Lessee and Lessor may lease such space to any subtenant of third party. 8. Lessor and Lessee hereby agree that all or a portion other terms and conditions of the PremisesLease Agreement shall remain the same.

Right of Refusal. Landlord hereby grants to (a) From and after the Third Expansion Commencement Date (being such time that Tenant a one-is paying its full Minimum Annual Rent therefor, not such time right of first refusal to lease space in that Tenant shall be partially occupying the Project (the “Refusal Third Expansion Space”) under the terms and conditions as provided below: that (i) So long as there is no default (has occurred and is then continuing beyond any applicable grace and/or notice and cure periodperiod and (ii) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all originally named herein or a Permitted Transferee remains in possession of the majority of the Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) as may be granted prior to the Third Expansion Commencement Date and Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space offered for now or hereafter leased by such other tenant, Tenant shall have an on-going right of refusal ("Refusal Option") to lease additional space that becomes available in the Laumeier II Building located at 0000 Xxxxx Xxxxx Xxxx, St. Louis, Missouri ("Refusal Space"). Prior to a third party entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing (the “Third Party”"Landlord's Notice") and the terms and conditions upon which of Landlord's receipt of an arms-length offer to lease such space that Landlord is willing to lease accept from a bona fide third party offeror ("Bona Fide Offer") and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. The Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space (“Landlord’s Notice”) . (ii) included in the Bona Fide Offer. Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within have ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the receives Landlord's Notice, Tenant will have been deemed Notice in which to have waived notify Landlord in writing of its right election to lease the Refusal Space upon the terms set forth in Landlord's Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in (c) below, this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the Refusal Space to the bona fide offeror or any other third party. (b) The term for the Refusal Space shall be the greater of (i) the term set forth in the Bona Fide Offer or (ii) the then remaining period of the Lease Term; provided, however, that if the term set forth in the Bona Fide Offer is greater than the then remaining period of the Lease Term, the Lease Term for the then existing Leased Premises ("Existing Premises") shall be extended to be coterminous with the term for the Refusal Space. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions (including any covered parking as may be a part thereof) as are set forth in the Bona Fide Offer and herein, but in no event shall such rental rate be less than the then current rental rate under this Lease. If the Lease Term for the Existing Premises is extended as provided above, the Minimum Annual Rent for such extension term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective renewal 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 extension term be less than the highest Minimum Annual Rent payable during the immediately preceding term. (c) If Tenant shall exercise the Refusal Option, the parties shall enter into a separate lease for the Refusal Space based upon the form of this Lease and making such other modifications to the lease form as are appropriate under the circumstances. If Tenant shall fail to enter into such separate lease (based on the form of the Lease, as amended) within twenty (20) business days following Tenant's exercise of the Refusal Option, then Landlord may terminate this Refusal Option, by notifying Tenant in writing, in which event this Refusal Option shall become void and of no further force or effect, and Landlord shall thereafter be free to lease the Refusal Space to the bona fide offeror or any other third party. If Landlord does not enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion third party under the terms and conditions provided contained in the Bona Fide Offer within one hundred eighty (180) days after Tenant declines or fails to exercise this Refusal Option, or if Landlord desires to materially alter or modify the terms and conditions of the Bona Fide Offer, Landlord shall be required to present the altered or modified Bona Fide Offer to Tenant pursuant to this Refusal Option, in the same manner that the original Bona Fide Offer was submitted to Tenant. (d) Notwithstanding anything contained in this SectionSection 16.25 to the contrary, Tenant since the Refusal Space is, as of the date of this Lease, as amended, vacant, Tenant's right of refusal (and Landlord's corresponding rights in relation thereto) shall have no further right not be effective until after any such Refusal Space is leased by Landlord to a third party tenant and such specific portionpremises again become available for lease; provided, however, the balance of the Refusal Space that has not been offered Tenant's rights pursuant to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section 16.25 shall become immediately effective from and after (i) the date that less than ten thousand (10,000) square feet of vacant and contiguous space are subject to available in the pre-existing rights of other tenants of the Laumeier II Building as described on Exhibit C, attached hereto and made a part hereof, and or (ii) the Third Expansion Commencement Date. Landlord shall not inure use commercially reasonable efforts to keep Tenant informed of available space in the benefit of any subtenant of all Laumeier II and Laumeier IV buildings in the Park; provided Landlord or a portion of the Premisesits affiliates continue to own or manage same."

Right of Refusal. Landlord hereby grants If Landlord, at any time after the date of this Amendment through the end of the Term, receives an offer, acceptable to Tenant a one-time right of first refusal Landlord, from third parties to lease space in the Project Building (any such offer will be referred to as a “ROFR Offer” and the space described in the ROFR Offer will be referred to as the “Refusal ROFR Space”) under ), then Landlord will notify Tenant, in writing, and include in such notice the business terms and conditions as provided below: (i) So long as there is no default (of such ROFR Offer. Tenant will not be entitled to receive a ROFR Offer with respect to any renewal or extension of a lease by a tenant occupying any portion of the ROFR Space. Provided an Event of Default, or any fact or circumstance which with the giving of notice or the passage of time or both would become an Event of Default, does not then exist beyond any applicable grace and/or cure period) or event of default by Tenant period under the Lease, Landlord will notify Tenant when it has and subject to the rights of all or a portion other entities which have rights to the ROFR Space that are superior to Tenant’s as of the Refusal date of this Amendment (“Prior Entities”) and any renewal rights granted to tenants of the ROFR Space offered as of the date of this Amendment, Tenant will have seven (7) business days from and after the later of the date of its receipt of such notice from Landlord or the date upon which all Prior Entities elect not to take such ROFR Space, in which to elect, by notice (a ‘‘ROFR Acceptance Notice”) to Landlord, to lease such ROFR Space for lease to a third party the consideration and on the terms contained in the ROFR Offer (the “Third PartyRight of Refusal”) and other terms as may be mutually agreeable to the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord a ROFR Acceptance Notice within ten such seven (107) business days after receipt of the Landlord's Noticeday period, Tenant will have been be deemed to have waived its right elected not to exercise the applicable ROFR Offer. If all Prior Entities elect not to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice)ROFR Space, and Tenant shall have no further rights with respect elects to that particular Refusal exercise the Right of Refusal, then Landlord and Tenant will amend the Lease to include such ROFR Space within on the Projectterms stated in the ROFR Offer. Once Landlord has offered a specific portion The closing of the amendment of the Lease will take place within thirty (30) days after the later of (i) the date that Landlord receives the ROFR Acceptance Notice, or (ii) the date of expiration of all superior rights of Prior Entities to lease the ROFR Space. The Right of Refusal Space will be deemed a continuing right and will apply to Tenanteach ROFR Offer during the Term, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, that upon Tenant’s rejection or deemed rejection of a ROFR Offer, Landlord may enter into the balance lease which was described in the ROFR Offer, and Tenant will have no rights under this Section 11 with respect to the ROFR Space subject to such ROFR Offer until after the expiration of the Refusal Space term of any such lease (and any applicable renewals) by and between Landlord and a third party relating to such ROFR Space. In the event that has not been offered Tenant rejects or is deemed to have rejected a ROFR Offer and Landlord thereafter determines to offer or accept economic terms which overall are more favorable to the proposed tenant than the terms reflected in the ROFR Offer, Landlord shall submit to Tenant a revised ROFR Offer reflecting the proposed terms, where upon the provisions of this Section 11 will again apply except that Tenant will only have three (3) business days in which to accept, reject or be deemed to have rejected the revised ROFR Offer. Tenant’s rights under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) 11 are subject and subordinate to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the PremisesPrior Entities.

Right of Refusal. A. In the event (i) that all or any portion of the Building not occupied by Tenant (the “Adjacent Space”) becomes available on and after the Commencement Date and (ii) Landlord hereby grants receives a formal proposal for lease of the Adjacent Space from another Third party tenant (the “Adjacent Space Proposal”), Landlord agrees to provide Tenant with a complete copy of the Adjacent Space Proposal. Upon delivery of the Adjacent Space Proposal to Tenant a one-time (which Proposal must contain, at minimum, the rental rate, escalation, abatement, tenant improvements and length of term), Tenant shall have the right of first refusal to lease space in the Project (the “Refusal SpaceRight of First Refusal”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Adjacent Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed contained in Landlord’s Notice), and the Adjacent Space Proposal. Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion five (5) days from delivery of the Adjacent Space Proposal within which to accept the Adjacent Space Proposal and exercise its Right of First Refusal by delivery of written notice (the “Notice”) of such acceptance to Landlord. Upon receipt of the Notice, Landlord shall prepare an amendment to this Lease reflecting Tenant’s lease of the Adjacent Space to (the “Adjacent Space Amendment”) for review by Tenant. Except as otherwise set forth in the Adjacent Space Proposal, and Tenant has not leased such specific portion under Tenant’s lease of the Adjacent Space shall be on all of the terms and conditions provided in of this Section, Lease. Landlord and Tenant shall have no further right to such specific portion; provideddiligently and expeditiously agree upon the Adjacent Space Amendment and execute same incorporating the Adjacent Space. In the event Landlord and Tenant cannot, howeverin good faith, agree upon the balance terms of the Refusal Adjacent Space that has not been offered to Tenant under this section remains subject to Amendment and execute the same within five (5) business days after delivery of Tenant’s Notice, Tenant’s Right of First Refusal provided hereinshall be deemed to be irrevocably waived and Landlord shall be entitled to lease the Adjacent Space to the third party tenant upon the terms contained in the Adjacent Space Proposal. B. If Tenant does not give the Notice within said five (5) business day period, then Tenant’s Right of First Refusal shall be deemed to be irrevocably waived and Landlord shall be entitled to lease the Adjacent Space to the third party tenant upon the terms contained in the Adjacent Space Proposal. The rights provided However, if the transaction contemplated in the Adjacent Space Proposal is not consummated, then Tenant’s Right of First Refusal shall be reinstated. Moreover, if the terms contained in the Adjacent Space Proposal are modified so as to be more advantageous to the tenant, Landlord must provide to Tenant in this Section (i) are subject to a new Adjacent Space Proposal, setting forth the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereofmodified terms, and Tenant shall again have five (ii5) business days within which to exercise its Right of First Refusal with respect thereto. If an Adjacent Space is leased to a third party, after Tenant has failed or declined to exercise its Right of First Refusal, and such space subsequently during the term of this Lease or any extension thereof becomes available, Tenant’s Right of First Refusal shall not inure again apply to the benefit any re-leasing of any subtenant of all or a portion of the Premisessuch space.

Right of Refusal. (a) During the Extended Term (excluding any holdover period), so long as the Lease, as amended, is in full force and effect and no default has occurred beyond the expiration of any applicable notice and cure periods and no facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute a default either at the time of the Offer (as defined below) or as of the effective date of the proposed expansion of the Premises to include the Refusal Space as set forth herein, Landlord hereby grants to Tenant a one-time right of first refusal to lease space in the Project (the “"Right of Refusal") to expand the Premises to include that certain space comprising approximately 6,287 rentable square feet as more particularly described on Exhibit D attached hereto and by this reference made a part hereof (the "Refusal Space”") under subject to the terms and conditions as provided below:set forth herein and subject and subordinate to prior rights of other tenants. (ib) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, After Landlord will notify Tenant when it has all or received a portion of the "bona-fide" offer to lease Refusal Space offered for lease to from a third party prospective tenant (the “Third Party”as determined by Landlord) and the terms and conditions upon which Landlord is willing to accept in its sole discretion (the "Third Party Offer"), Landlord shall not lease the Refusal Space without first offering (the "Offer") Tenant the right to lease such Refusal Space as set forth herein. Notwithstanding the foregoing, if the Third Party Offer includes space in excess of the Refusal Space, such space may be included by Landlord in the Offer and if so, Tenant must exercise its right hereunder, if at all, as to all (“Landlord’s Notice”and not any lesser portion) of the space contained in the Offer. Notwithstanding the foregoing, if the Third Party Offer is for space less than the entire Refusal Space, the Refusal Space shall be deemed to be such lesser space and if so, Tenant must exercise the right hereunder, if at all, as to such lesser portion. (c) The Offer shall contain (i) all terms and conditions of the Third Party Offer; (ii) the date on which Landlord expects the Refusal Space to become available; and (iii) the increase in Tenant's operating expense percentage. Upon receipt of the Offer, Tenant shall provide have the right, for a period of seven (7) calendar days after receipt of the Offer, to exercise the Right of Refusal by giving Landlord written notice to Landlord, as to Tenant’s decision to lease or not that Tenant desires to lease the Refusal Space within ten (10but not any lesser portion) business days after Landlord’s Notice is received. If Tenant does provide upon the same terms and conditions contained in this Lease as amended hereby and as modified by the terms of Offer; provided, however, that any construction provisions, improvement allowances, rent abatements or other concessions applicable to Landlord notice the Premises shall not be applicable to lease the Refusal SpaceSpace unless expressly included in the Offer. Time is of the essence with respect to the foregoing. Unless otherwise stated in the Offer, the term of the Lease with respect to the Refusal Space shall be coterminous with the then current demised term of the Lease and shall be leased to Tenant in its "as is" condition. (d) If, within such seven (7) calendar day period, Tenant exercises the Right of Refusal, then Landlord and Tenant will negotiate in good faith to agree upon an amendment to shall amend the Lease to add include the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent subject to lease on all the same terms provided and conditions as the Lease, as amended hereby and as modified by the terms and conditions of the Offer; provided, however, that any construction provisions, improvement allowances, rent abatements or other concessions applicable to the Third-PartyPremises shall not be applicable to the Refusal Space unless expressly included in the Offer. If the Lease is guaranteed now or at any time in the future, Tenant does not provide written notice simultaneously shall deliver to Landlord an original, signed reaffirmation of each Guarantor's guaranty, in form and substance acceptable to Landlord. (e) If, within ten such seven (107) business days after receipt of the Landlord's Noticecalendar day period, Tenant will declines or fails to exercise the Right of Refusal, Landlord shall then have been deemed to have waived its the right to lease the Refusal Space in portions or in its entirety to any third party or parties without regard to the restrictions in this Right of Refusal and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same on whatever terms and conditions listed Landlord may decide in Landlord’s Notice)its sole discretion. If Tenant so declines or so fails to exercise, this Right of Refusal shall terminate, this Special Stipulation shall be of no further force and effect, and Tenant shall have no further rights with respect Right of Refusal on the Refusal Space. (f) This Right of Refusal is personal to that particular Refusal Space within EMAGEON UV, INC., a Delaware corporation f/k/a Emageon, Inc., may not be exercised by any party other than EMAGEON UV, INC., a Delaware corporation f/k/a Emageon, Inc. and shall become null and void upon the Project. Once Landlord has offered a specific portion occurrence of an assignment of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made Lease or a part hereof, and (ii) shall not inure to the benefit of any subtenant sublet of all or a portion part of the Premises.

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal ---------------- to lease other space in on the Project third floor of the Building (the “Refusal "RR Space”") under subject to and on the following terms and conditions: a. Landlord shall notify Tenant in writing 30 days (or such lesser period if Landlord is unable to give 30 days notice, but never less than 10 days notice) prior to the expiration of an existing lease term or terms for all or any portion of the RR Space. Such notice shall specify the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing shall offer such space to prospective lessees. Tenant shall, within 5 business days after receipt of Landlord's notice, notify Landlord in writing of its desire to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease for the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt balance of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party's Lease Term. If Tenant does not provide written notice to notify Landlord within ten (10) business days after receipt of the Landlord's Noticesaid 5-day period, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (such space to anyone whom it desires, upon substantially the same terms and conditions listed as set forth in Landlord’s Notice)'s notice to Tenant regarding the availability of such space, and Tenant shall have no further rights with respect to such space: provided, however, that particular Refusal if Landlord proposes to lease the RR Space on terms more favorable to any third party or Landlord fails to lease the RR Space within a 180-day period, the ProjectRR Space shall again be offered to Tenant as set forth herein. Once Tenant shall also have a right of first refusal to lease any currently unoccupied RR Space if Tenant notifies Landlord has in writing of its desire to lease such space prior to Landlord's entering into a letter of intent or a lease with a third party for such space, provided that Landlord shall only be required to notify Tenant 72 hours prior to entering into a letter of intent or a lease for such currently unoccupied RR space. b. The right of refusal hereunder shall apply to all of the RR Space offered by Landlord to Tenant at. any particular time and may not be exercised as to only a specific portion thereof. c. Such space shall be offered to Tenant upon the terms and conditions and at a rental rate comparable to those on which Landlord would lease the space, if it became available for leasing as of the time Tenant's occupancy thereof would commence (recognizing that Landlord may ignore "market" rate for comparable space if such rate is so low that Landlord would elect to leave the space vacant). Such terms and conditions may include, among other things, escalations, passthroughs and other matters then included in Landlord's standard lease form for the Building which it uses for the leasing of space to third parties. d. If Tenant exercises it right of refusal with respect to the portion of the Refusal RR Space offered by Landlord. Tenant will accept such space in its "as is" condition on the date of possession without any remodeling or fixup work being performed by Landlord except as would otherwise be provided by Landlord under comparable terms. e. The right of refusal herein granted shall continue only so long as there is no uncured default under the Lease by Tenant and only so long as there are at least two years remaining in the Lease Term. However, if at any time a right of refusal would otherwise be available to Tenant, and there shall be less than two years remaining in the Lease Term. Tenant has not leased may, if an option to extend the Lease Term under paragraph 14 above is available, exercise such specific portion under Option and extend the terms and conditions provided in this Section, Tenant shall have no further Lease Term beyond the two-year period required herein as a condition to its right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premisesrefusal.

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal to lease space in the Project (the “Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's ’s Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premises.

Right of Refusal. (a) Landlord hereby grants to Tenant a one-time an ongoing right of first refusal to lease space in the Project (the “Refusal "Right of Refusal") during the Term to include under the Lease all or any portion of the space which consists of the entirety of Xxxxx 00 of the Building not already a part of the Leased Premises at the time of such election (the "Level 10 Expansion Space”) under "), subject to and upon the terms and conditions set forth in this Paragraph 9. Notwithstanding anything to the contrary contained in the Lease, the Right of Refusal shall not apply to, and Landlord shall not be obligated to comply with this Paragraph 9 with respect to, any Xxxxx 00 Expansion Space for which the Refusal Space Rental Commencement Date (defined below) would occur later than twenty-four (24) months prior to the expiration of the Initial Term or the First Renewal Term, as provided below:applicable (unless Tenant has elected to extend the Term of the Lease by exercising the First Renewal Option or the Second Renewal Option, as applicable, pursuant to Section 7.1 of the Lease, as amended by Paragraph 6 of the First Amendment). (b) Notwithstanding anything to the contrary contained herein, Tenant's Right of Refusal is and shall be subject and subordinate to any renewal rights, expansion rights, rights of refusal, rights of offer or similar rights or options (i) So long now held by any tenant occupying space in the Building, or (ii) hereafter granted to any tenant occupying any space in the Building under a lease (and any extensions or renewals thereof or substitutions therefor) with respect to which (x) Tenant had the right (as there Tenant received the Refusal Notice [defined below] with respect thereto from Landlord) but did not timely exercise its Right of Refusal, or (y) Tenant would have had the right to exercise the Right of Refusal except for the existence of an Event of Default (the "Superior Rights"). (c) Subject to the provisions of subsections (a) and (b) above, if at any time during the Term (i) (A) Landlord has received a bona fide offer from another prospective new tenant desirous of leasing all or any portion of the Level 10 Expansion Space which Landlord is no default willing and intends to accept, or (beyond any applicable grace and/or cure periodB) or event Landlord makes a bona fide proposal to another prospective new tenant for the lease of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Level 10 Expansion Space offered for lease to a third party (the “Third Party”applicable offer hereinafter the "Offer"), and the Lease is then in full force and effect and an Event of Default is not then in existence under the Lease, then Landlord shall offer to Tenant in writing (the "Refusal Notice") the right to include all (and not a portion) of that portion of the Xxxxx 00 Expansion Space subject to the applicable Offer (such portion of the Xxxxx 00 Expansion Space subject to the applicable Offer, hereinafter the "Refusal Space") as a part of the Leased Premises under the Lease upon all of the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant of the Lease, except as otherwise set forth below. The Refusal Notice shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease identify the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add term the Refusal Space within ten is available for lease by Tenant, the date upon which the Refusal Space is expected to be delivered, the Market Base Rental Rate for such Refusal Space as of the date the Refusal Space is scheduled to be delivered to Tenant and whether parking rental is payable with respect to any parking permits contained in such Offer. Tenant shall exercise its Right of Refusal (10) business days after Landlord’s receipt the "Election"), if at all, provided an Event of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does Default is not provide then in existence, by delivering written notice to Landlord within ten (10) business days Business Days after the date the Refusal Notice is received by Tenant (the "Refusal Election Period"). At any time during the Refusal Election Period and prior to Landlord's receipt of the Landlord's NoticeElection, Landlord may have discussions with other prospective tenants with respect to the Refusal Space. The Right of Refusal with respect to each portion of the Xxxxx 00 Expansion Space is a continuing right; however, if Tenant does not exercise such Right of Refusal prior to the expiration of the Refusal Election Period, or fails to deliver written notice of the Election as provided above, Tenant will have been shall be deemed to have waived its right not exercised the Right of Refusal as to the applicable Refusal Space and Landlord may thereafter lease all of the applicable Refusal Space to any tenant without regard to Tenant's rights under this Paragraph 9. Notwithstanding the foregoing, if Tenant does not exercise, or is deemed not to have exercised, the Right of Refusal prior to the expiration of the Refusal Election Period and subsequently Landlord does not lease the applicable Refusal Space within six (6) months after the expiration of such Refusal Election Period, Landlord shall again comply with this Paragraph 9 prior to entering into a lease for the Refusal Space with another tenant. Notwithstanding the foregoing, the provisions of the Right of Refusal shall continue to be in effect as to the portion, if any, of the then-existing Xxxxx 00 Expansion Space not covered by the Offer (subject to the other provisions hereof). If such Refusal Space is leased to a tenant and, thereafter during the Term, such tenant does not renew or extend its lease or enter into a new lease and such space is again available and subject to an Offer, Tenant's Right of Refusal shall be applicable thereto subject to the provisions of subsections (a) and (b) and this subsection (c). If Tenant timely gives notice of its Election but at any time at or after such Election and prior to the addition of such space to the Leased Premises, an Event of Default has occurred, Landlord, at its sole option during the continuance of such Event of Default, may terminate Tenant's Election and the Right of Refusal with respect to the Refusal Space shall expire and thereafter the Right of Refusal shall not be exercisable by Tenant as to such Refusal Space, and Landlord shall be free to enter into a lease with such Refusal Space or any portion thereof without restriction pursuant to this Paragraph 9. (d) The Refusal Space leased by Tenant pursuant to this Paragraph 9 shall be leased on and subject to the Third Party (upon substantially the same following terms and conditions listed conditions: (i) The Base Rental Rate for such Refusal Space shall be the Market Base Rental Rate contained in Landlord’s the Refusal Notice, provided that during a Renewal Term (if Tenant exercises the Renewal Option in accordance with Section 7.1 of the Lease), occurring after the date the Refusal Space is added to the Leased Premises, that the Base Rental Rate during the Renewal Term shall be determined in accordance with Section 7.1. Tenant shall be obligated to pay Tenant's Basic Cost and Basic Cost Adjustment as to the Refusal Space leased by Tenant in accordance with Article III of the Lease. (ii) Any space for which Tenant elects to exercise its Right of Refusal under this Paragraph 9 shall become part of the Leased Premises (but not the Initial Leased Premises) and, except to the extent expressly provided to the contrary in this Paragraph 9 (including, without limitation, this subsection (d)), shall be subject to the terms of the Lease applicable thereto, without modification, and the term of the Lease shall commence for such Refusal Space upon the date such space is delivered to Tenant in an "as is" broom clean condition (the "Refusal Space Rental Commencement Date"). Landlord shall not be obligated to make any improvements to the Refusal Space and Tenant shall have no further rights not be entitled to any construction, buildout or other allowance with respect to that particular Refusal Space within thereto. (iii) The term of the Project. Once Landlord has offered a specific portion of Lease shall expire for the Refusal Space upon the expiration of the Term for the Existing Premises, unless as the result of Superior Rights such space is not available to Tenant, be leased to Tenant through the expiration of the Term for the Existing Premises (in which event such shorter term specified in the Refusal Notice shall apply to the Refusal Space). In no event shall the Lease continue in force and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right effect as to such specific portion; provided, however, the balance of the Refusal Space that has not been offered beyond the termination of the Lease as to Tenant under this section remains subject to Tenant’s the Existing Premises. (e) Upon the exercise of any Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject pursuant to the pre-existing rights of other tenants terms hereof, Tenant and Landlord shall execute an amendment to the Lease in a form mutually agreed to by Landlord and Tenant, each acting reasonably, which amendment shall delineate and describe the portions of the Building space added to the Lease thereby and otherwise appropriately memorialize the Election. (f) Notwithstanding anything to the contrary contained in the Lease, Tenant may not assign a Right of Refusal and no sublessee or assignee of Tenant may exercise a Right of Refusal, in either event except as described on Exhibit Cprovided for under Section 5.4(d) of the Lease. If Tenant subleases thirty percent (30%) or more of the Leased Premises pursuant to the provisions of Section 5.4 of the Lease, attached hereto the Right of Refusal shall automatically terminate and made a part hereof, and be of no further force or effect. (iig) Landlord shall not inure be liable for failure to the benefit give possession of any subtenant Refusal Space by reason of all any holding over or a portion retention of possession by any previous tenants or occupants of same, nor shall such failure impair the validity of the PremisesLease. However, Landlord does agree to use reasonable diligence to deliver possession of the applicable Refusal Space in accordance with the provisions of this Paragraph 9.

Right of Refusal. Landlord hereby grants to Tenant a one-(a) If at any time right during the term of first refusal to lease space in the Project (the “Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the this Lease, Landlord will notify engages in discussions for the lease of any or all available space within the building which Landlord determines are "serious" in nature and may lead to the execution of a letter of intent or lease agreement (a "Serious Proposal"), Landlord shall provide Tenant when it has all or a portion notice of such Serious Proposal, such notice to consist of the Refusal Space offered location and size of the space which is the subject of the Serious Proposal, the rental rate for lease to a third party (such space, the “Third Party”) term of the lease, and the terms and conditions upon any other information which Landlord is willing deems relevant. Tenant shall have the right to negotiate with Landlord to lease such all of the space (“Landlord’s Notice”) . (ii) Tenant shall provide which is the subject of the Serious Proposal by giving written notice to Landlord, as to Tenant’s decision to lease or not to lease of the Refusal Space exercise of such right within ten three (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (103) business days after receipt of the Landlord's Noticenotice by Tenant's authorized representative. Landlord and Tenant shall have fifteen (15) days after Landlord's receipt of Tenant's notice to negotiate a letter of intent setting for the terms upon which Tenant would lease all of the space which is the subject of the Serious Proposal provided however, the rental rate shall be the then escalated rental rate. If Landlord and Tenant will have been deemed to have waived its right to do not execute a letter of intent setting forth the basic terms upon which Tenant would lease all of the Refusal Space and space which is the subject of the Serious Proposal during such fifteen (15) day period, for any reason whatsoever, Landlord shall be free have no further obligation to enter into a lease negotiate with Tenant for the Third Party (upon substantially leasing of the same terms and conditions listed in Landlord’s Notice)space which is the subject of the Serious Proposal, and Tenant shall have no further rights with respect obligation to that particular Refusal Space within lease such space pursuant to this Section except as provided in Section 51(b) below. If during such fifteen (15) day period Landlord and Tenant execute a letter of intent, Landlord and Tenant shall have ten (10) business days to negotiate and execute a lease for the Project. Once Landlord has offered a specific portion space which is the subject of the Refusal Space Serious Proposal. If Landlord and Tenant do not execute a lease within such ten (10) business day period, for any reason whatsoever, Landlord shall have no further obligation to Tenantnegotiate with Tenant for the leasing of such space, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to lease such specific portion; providedspace pursuant to this Section 51, however, the balance except as provided in Section 51(b) below. Nothing set forth herein shall bar or prevent Landlord from continuing to market any portion of the Refusal Expansion Space that has not been offered to while Landlord is negotiating with Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject pursuant to the pre-existing rights provisions of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and this Section. (iib) shall not inure Notwithstanding anything set forth in Section 51 (a) to the benefit of any subtenant of contrary, in the event that Landlord does not execute a lease with the party with which Landlord is negotiating a Serious Proposal, then Landlord shall again follow the procedure set forth in Subsection 51 (a) if Landlord receives another Serious Proposal for all or a portion of the Premisesspace which was the subject to the previous Serious Proposal. (c) Tenant's rights under this Section are subject and subordinate to any and all rights granted by Landlord to any purchaser of the Building. Landlord shall notify Tenant of any sale of the building. If Tenant desires expansion space which cannot be provided by Landlord or the prospective purchaser, and Tenant informs Landlord in writing of its desire to expand with fifteen (15) days of notice by Landlord to sell, the Tenant may cancel this Lease with one hundred-eighty (180) days notice to Landlord. (d) If Tenant is in default under this Lease on the date Landlord notifies Tenant of a Serious Proposal for all or a portion of available space or at any time thereafter prior to the date Tenant signs a lease for such space, then at Landlord's option, Tenant's rights pursuant to this Section shall lapse and be of no further force or effect. (e) Tenant's rights under this Section may only be exercised by Tenant and may not be exercised by any transferee, sublessee or assignee of Tenant provided, however, that a permissible sublessee or assignee under Section 26 of this Lease of one hundred percent (100%) of the square footage of the Premises shall have the right to exercise the expansion rights set forth in this Section 51; and further, provided, that the rights of any permissible sublease or assignee under Section 26 of this Lease of one hundred percent (100%) of the square footage of the Premises shall be subject to the matters described in Subsection 51(c). (f) Except as provided in Subsection 51(e) above, if at any time fifty percent (50%) or more of the square feet of rentable area of the Premises has been terminated, subleased, or assigned, the Tenant's rights pursuant to this Section shall lapse and be of no further force or effect.

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal to lease space in the Project (the “Right of Refusal”) to lease any Option Space not leased by Tenant as Expansion Premises under Section 10 above (the “Right of Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease), that Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for desires to lease to a third party (party, subject to existing rights of other tenants and Landlord’s option to extend or renew any existing leases, as hereafter provided, on the “Third Party”) and the terms and conditions upon which following basis: A. Tenant has 5 business days after being notified by Landlord is willing of Landlord’s desire to lease such space the Right of Refusal Space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice within which to Landlord, notify Landlord of its election to exercise its Right of Refusal as to such space. Tenant’s decision Right of Refusal is subordinate to lease all rights of extension, expansion, or not first offer or refusal as to the Right of Refusal Space in favor of other tenants in the Building in place as of the date of this Lease. The availability of space and Landlord’s desire to lease the same shall be at all times determined in Landlord’s sole discretion. Tenant must take all of the Right of Refusal Space within ten offered by Landlord (10the “Offered Space”) business days after Landlord’s Notice is received. and may not elect to lease only a portion thereof. B. If Tenant does provide not timely notify Landlord, it will be conclusively presumed that Tenant has waived its Right of Refusal to the Offered Space, Landlord notice shall be free to lease the Refusal Space, Landlord Offered Space to anyone whom it desires and Tenant will negotiate have no further rights to the Offered Space until such time the Offered Space shall again become available for leasing in good faith accordance with this Right of Refusal and Landlord desires to agree again re-offer such space for lease by third parties. C. Right of Refusal Space will be offered to Tenant upon the terms and conditions, including the rental rate, at which Landlord would offer to lease the Offered Space to third parties in an arm’s length transaction. Such terms and conditions will include, among other things, lease term, tenant improvement allowance, rent escalations and operating expense pass-throughs. Upon exercise of the Right of Refusal, the Offered Space will be deemed leased and Tenant will accept such space in its “as is” condition without any remodeling or fix-up work performed by Landlord, except as may be provided in Landlord’s Notice. After exercise of the Right of Refusal, the parties will execute either, at Landlord’s option, an amendment to the Lease to add evidencing the Refusal Space within ten (10) business days after Landlord’s receipt addition of such space or a new lease for the Offered Space. D. Tenant’s notice right to exercise the Right of intent to lease Refusal is conditioned on: no Event of Default existing at the time it exercises the Right of Refusal or on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt date that Tenant’s occupancy of the Offered Space is scheduled to commence. E. All notifications contemplated by this Paragraph, whether from Tenant to Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and or from Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, must be in writing and Tenant has not leased such specific portion under given in the terms and conditions manner provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the PremisesLease.

Right of Refusal. Landlord hereby grants to Provided the Lease is in full force and effect and no event of default shall exist under the Lease at the time, Tenant shall have a one-time right Right of first refusal Refusal to lease any space in on the Project second floor (the “Refusal RoR Space”) under as such space becomes available for rent. Such Right of Refusal shall be subject to and subordinate to all options and rights of existing tenants of the terms Building, including but not limited to existing renewal and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, existing expansion options and rights. Landlord will shall notify Tenant when it has all or a portion in writing promptly upon receipt of the Refusal Space offered for lease an offer acceptable to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten RoR Space, and such written notice shall include a summary of all material economic terms of the lease offer. Within five (105) business days after Landlord’s Notice is received. If such notice, time being of the essence, Tenant does provide to shall give Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide a written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant that it either will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to or will not enter into a lease with Landlord for the Third Party (upon substantially RoR Space. In the same terms and conditions listed in Landlordevent that Tenant’s Notice), and notice provides that it will not enter into a lease for the RoR Space or if Tenant shall have no further rights with respect fails to that particular Refusal give Landlord the notice of its desires respecting the RoR Space within the Project. Once above-stated five (5) business day period, then Landlord has offered a specific portion of shall be entitled to proceed to lease the Refusal RoR Space to Tenant, the third party free and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance clear of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject and such right shall be deemed forever terminated with respect to the pre-existing rights RoR Space described in the notice from Landlord. In the event that Tenant gives Landlord a notice as required above that Tenant wishes to lease the RoR Space from Landlord, then Tenant shall have five (5) business days from the date of other tenants Tenant’s notice, and Landlord shall have fifteen (15) business days from the date of Tenant’s notice, within which to sign a mutually acceptable new lease covering the RoR Space or to amend this Lease in a mutually acceptable manner by adding the RoR Space. All space taken under the terms of the Building as described Right of Refusal shall be on Exhibit Cidentical economic terms and conditions to those of the then proposed lease offer, attached hereto and made a part hereofincluding square footage, length of term, rental rate, operating cost base year or expense stop, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premisestenant build-out allowance.

Right of Refusal. (a) Landlord hereby grants to Tenant a one-time an ongoing right of first refusal to lease space in the Project (the “Refusal "Right of Refusal") during the Term to include under this Lease all or any portion of the space which consists of the entirety of Floor 25 of the Building, approximately 10,363 square feet of Net Rentable Area on Floor 29 of the Building and approximately 16,451 square feet of Net Rentable Area on Floor 30 of the Building, as identified on Exhibit G attached hereto, not already a part of the Leased Premises at the time of such election (the "Expansion Space”) under "), subject to and upon the terms and conditions as provided set forth in this Section 7.2. Notwithstanding anything to the contrary contained in this Lease, the Right of Refusal shall not apply to, and Landlord shall not be obligated to comply with this Section 7.2 with respect to, any Expansion Space for which the Refusal Space Rental Commencement Date (defined below:) would occur later than nine (9) months prior to the expiration of the Term. (b) Notwithstanding anything to the contrary contained herein, Tenant's Right of Refusal is and shall be subject and subordinate to any renewal rights, expansion rights, rights of refusal, rights of offer or similar rights or options (i) So long now held by any tenant occupying space in the Building, or (ii) hereafter granted to any tenant occupying any space in the Building under a lease (and any extensions or renewals thereof or substitutions therefor) with respect to which (x) Tenant had the right (as there Tenant received the Refusal Notice [defined below] with respect thereto from Landlord) but did not timely exercise its Right of Refusal, or (y) Tenant would have had the right to exercise the Right of Refusal except for the existence of an Event of Default (the "Superior Rights"). (c) Subject to the provisions of subsections (a) and (b) above, if at any time during the Term (i) (A) Landlord has received a bona fide offer from another prospective new tenant desirous of leasing all or any portion of the Expansion Space which Landlord is no default willing and intends to accept, or (beyond any applicable grace and/or cure periodB) or event Landlord makes a bona fide proposal to another prospective new tenant for the lease of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Expansion Space offered for lease to a third party (the “Third Party”applicable offer hereinafter the "Offer"), and this Lease is then in full force and effect and an Event of Default is not then in existence under this Lease, then Landlord shall offer to Tenant in writing (the "Refusal Notice") the right to include all (and not a portion) of that portion of the Expansion Space subject to the applicable Offer (such portion of the Expansion Space subject to the applicable Offer, hereinafter the "Refusal Space") as a part of the Leased Premises under this Lease upon all of the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant of this Lease except as otherwise set forth below. The Refusal Notice shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease identify the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add term the Refusal Space within ten is available for lease by Tenant, the date upon which the Refusal Space is expected to be delivered, the Market Base Rental Rate for such Refusal Space as of the date the Refusal Space is scheduled to be delivered to Tenant and whether parking rental is payable with respect to any parking permits contained in such Offer. Tenant shall exercise its Right of Refusal (10) business days after Landlord’s receipt the "Election"), if at all, provided an Event of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does Default is not provide then in existence, by delivering written notice to Landlord within ten (10) business days after the date the Refusal Notice is received by Tenant (the "Refusal Election Period"). At any time during the Refusal Election Period and prior to Landlord's receipt of the Landlord's NoticeElection, Landlord may have discussions with other prospective tenants with respect to the Refusal Space. The Right of Refusal with respect to each portion of the Expansion Space is a continuing right; however, if Tenant does not exercise such Right of Refusal prior to the expiration of the Refusal Election Period, or fails to deliver written notice of the Election as provided above, Tenant will have been shall be deemed to have waived its right not exercised the Right of Refusal as to the applicable Refusal Space and Landlord may thereafter lease all of the applicable Refusal Space to any tenant without regard to Tenant's rights under this Section 7.2. Notwithstanding the foregoing, if Tenant does not exercise, or is deemed not to have exercised, the Right of Refusal prior to the expiration of the Refusal Election Period and subsequently Landlord does not lease the applicable Refusal Space within six (6) months after the expiration of such Refusal Election Period, Landlord shall again comply with this Section 7.2 prior to entering into a lease for the Refusal Space with another tenant. Notwithstanding the foregoing, the provisions of the Right of Refusal shall continue to be in effect as to the portion, if any, of the then existing Expansion Space not covered by the Offer (subject to the other provisions hereof). If such Refusal Space is leased to a tenant and, thereafter during the Term, such tenant does not renew or extend its lease or enter into a new lease and such space is again available and subject to an Offer, Tenant's Right of Refusal shall be applicable thereto subject to the provisions of subsections (a) and (b) and this subsection (c). If Tenant timely gives notice of its Election but at any time at or after such Election and prior to the addition of such space to the Leased Premises, an Event of Default has occurred, Landlord, at its sole option during the continuance of such Event of Default, may terminate Tenant's Election and the Right of Refusal with respect to the Refusal Space shall expire and thereafter the Right of Refusal shall not be exercisable by Tenant as to such Refusal Space, and Landlord shall be free to enter into a lease such Refusal Space or any portion thereof without restriction pursuant to this Section 7.2. (d) The Refusal Space leased by Tenant pursuant to this Section 7.2 shall be leased on and subject to the following terms and conditions: (i) The Base Rental Rate for such Refusal Space shall be the sum of (A) the Market Base Rental Rate contained in the Refusal Notice, plus (B) the Basic Cost Component determined in accordance with the Third Party following paragraph, provided that during a Renewal Term (upon substantially if Tenant exercises the same terms and conditions listed Renewal Option in Landlord’s Noticeaccordance with Section 7.1), and occurring after the date the Refusal Space is added to the Leased Premises, that the Base Rental Rate during the Renewal Term shall be determined in accordance with Section 7.1. Tenant shall have no further rights with respect be obligated to that particular pay the Base Rental Adjustment as to the Refusal Space within leased by Tenant in accordance with Section 3.2(b) of this Lease (taking into account the Projectadjusted Basic Cost Component as to the Refusal Space as provided below) and, without limiting the foregoing, the Base Rental Rate shall be subject to increase thereafter during the Term as provided in Section 3.2(b) of this Lease (as modified below). Once Landlord has offered The Basic Cost Component (as defined in Section 3.2(b)(i) of this Lease) shall be amended for the Initial Term as to the applicable Refusal Space only to equal the Refusal Expense Stop (defined below) for such Refusal Space. As used in this clause (i), "Refusal Expense Stop" as to any Refusal Space shall mean Landlord's determination of the Basic Costs (on a specific per square foot of Net Rentable Area basis) for the calendar year in which the Refusal Space Rental Commencement Date occurs as to such Refusal Space. (ii) Any space for which Tenant elects to exercise its Right of Refusal under this Section 7.2 shall become part of the Leased Premises (but not the Initial Leased Premises) and, except to the extent expressly provided to the contrary in this Section 7.2 (including, without limitation, this subsection (d)), shall be subject to the terms of this Lease applicable thereto, without modification, and the term of this Lease shall commence for such Refusal Space upon the earlier to occur of (x) the first date of use or occupancy of all or any portion of the Refusal Space by Tenant for the purpose of conducting its business, or (y) sixty (60) days after the date such space is delivered to Tenant, and Tenant has in an "as is" broom clean condition (the "Refusal Space Rental Commencement Date"). Landlord shall not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right be obligated to such specific portion; provided, however, the balance of make any improvements to the Refusal Space that has and Tenant shall not been offered be entitled to any construction, buildout or other allowance with respect thereto. (iii) The term of this Lease shall expire for the Refusal Space upon the expiration of the Term for the Initial Leased Premises, unless as the result of Superior Rights such space is not available to be leased to Tenant under through the expiration of the Term for the Initial Leased Premises (in which event such shorter term specified in the Refusal Notice shall apply to the Refusal Space). In no event shall this section remains subject Lease continue in force and effect as to Tenant’s the Refusal Space beyond the termination of this Lease as to the Initial Leased Premises. (e) Upon the exercise of any Right of First Refusal provided herein. The rights provided pursuant to the terms hereof, Tenant and Landlord shall execute an amendment to this Lease in a form mutually agreed to by Landlord and Tenant, each acting reasonably, which amendment shall delineate and describe the portions of the space added to this Lease thereby and otherwise appropriately memorialize the Election. (f) Notwithstanding anything to the contrary contained in this Lease, Tenant may not assign a Right of Refusal and no sublessee or assignee of Tenant may exercise a Right of Refusal, in either event except as provided for under Section 5.4(d) of this Lease. (ig) are subject Landlord shall not be liable for failure to give possession of any Refusal Space by reason of any holding over or retention of possession by any previous tenants or occupants of same, nor shall such failure impair the pre-existing rights validity of other tenants this Lease. However, Landlord does agree to use reasonable diligence to deliver possession of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to applicable Refusal Space in accordance with the benefit provisions of any subtenant of all or a portion of the Premisesthis Section 7.2.

Right of Refusal. Landlord hereby grants Providing that the Tenant shall not be in default beyond any applicable cure period or diligently making best efforts to Tenant a onecure any non-material default which reasonably required additional time right to cure of first refusal to lease space in any of the Project (the “Refusal Space”) under the terms terms, covenants and conditions as provided below: of this Lease, Owner shall give Tenant written notice that (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for CORT lease to a third party (the “Third Party”) was not extended and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease have the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party 33,325 square feet, (upon substantially the same terms and conditions listed in Landlord’s Notice), and ii) that Tenant shall have no further rights with respect the right to that particular Refusal Space lease the 12,900 square feet. Owner expects CORT Furniture to make its decision on whether or not they exercise their option to extend their lease by March 31, 2011. On receipt of any such written notice from Owner as described above, Tenant’s right shall be considered exercised upon Owner’s receipt of written notice from Tenant to Owner, given within thirty (30) days after Tenant’s receipt of such notice. If pursuant to the Project. Once Landlord has offered a specific portion provisions of this paragraph said space shall be added to the Refusal Space to TenantPremises hereby leased, and Tenant has not leased such specific portion under all the terms terms, covenants and conditions provided in of this SectionLease shall apply to the space, Tenant except: (a) the Annual Fixed Rent shall have no further right to such specific portion; provided, however, be increased by a sum computed by multiplying the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to rentable square footage by $7.75. (b) Tenant’s Right of First Refusal provided herein. The rights provided additional rent for real estate taxes and Operating Expenses shall be adjusted to Tenant in this Section (i) are subject to reflect the pre-existing rights of other tenants Premises changing from 42.68% of the Building as described on Exhibit C, attached hereto and made to a part hereof, and (ii) higher percentage which percentage shall not inure to be determined by dividing the benefit of any subtenant of all or a portion new total size of the PremisesPremises by 78,900 square feet. Should Tenant not respond in writing within said thirty (30) day period than Owner can proceed to lease the space in the Building to other parties as these rights are governed by this LMA to lease the CORT space and the 12,900 square foot space are a one time right. Owner and Tenant have discussed some other possible options that may become available than those specified herein to consider for expanding Tenant’s Premises and should they become available Owner will present them to Tenant.

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal to lease space in the Project (the “Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after LandlordXxxxxxxx’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premises.

Right of Refusal. Landlord hereby grants If Landlord, at any time after the Date through the end of the Term, receives an offer, acceptable to Tenant a one-time right of first refusal Landlord, from third parties to lease space in the Project Building (any such offer will be referred to as a “ROFR Space Offer” and the space described in the ROFR Space Offer will be referred to as the “ROFR Space”), then Landlord will notify Tenant, in writing, giving a true, correct and complete copy of such ROFR Space Offer. Tenant will not be entitled to receive a ROFR Space Offer with respect to any renewal or extension of a lease by a tenant occupying any portion of the ROFR Space as Landlord will have the right to negotiate renewals or extensions of leases with existing tenants without triggering Tenant’s rights under this Section 30. Provided a Default does not then exist under this Lease, and subject to the rights of all other entities which have rights to the ROFR Space that are superior to Tenant’s (“Prior Entities”) and any renewal rights granted to tenants of the ROFR Space, Tenant will have seven business days from and after the later of the date of its receipt of such notice from Landlord or the date upon which all Prior Entities elect not to take such ROFR Space, in which to elect to lease such ROFR Space for the consideration and on the terms contained in the ROFR Space Offer (the “Refusal SpaceRight of Refusal”). (a) under Landlord and Tenant intend that if Tenant exercises the terms and conditions Right of Refusal, then the term applicable to the ROFR Space will be coterminous with the Term of this Lease as provided belowlong as there are at least five years remaining in the Term, but in no event will the term applicable to the ROFR Space expire before the Term of this Lease. Therefore: (i) So long If the expiration date for the lease described in the ROFR Space Offer would occur prior to the Expiration Date and if Tenant properly exercises the Right of Refusal, the term of the lease contemplated by the ROFR Space Offer will be deemed to be extended to the Expiration Date. In such case, (A) annual Base Rent for the ROFR Space during such extended time will be equal to the product of the per-square-foot rate of Base Rent for the Premises set forth in Section 1.1(i), as there such rate is no default adjusted from time to time, for the same period multiplied by the number of rentable square feet in the ROFR Space; and (beyond B) any applicable grace and/or cure period) or event of default by Tenant tenant-improvement allowances and rent abatement incentives under the ROFR Space Offer will be increased on a straight-line pro-rata basis to be consistent with the longer term, taking into account any difference in Base Rent between the ROFR Space Offer and this Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to LandlordIf the expiration date for the lease contemplated by the ROFR Space Offer would occur after the Expiration Date, as to Tenant’s decision to lease or not to lease but there are at least five years remaining in the Refusal Space within ten Term (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, and including any “Renewal Term” for which Tenant has not leased such specific portion under delivered the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premises.applicable “Renewal

Right of Refusal. Subject to the condition described in subsection 31(F) below and with the exception of Expansion Area #1 and Expansion Area #2, Landlord hereby grants shall grant to Tenant a onethe on-time going right of first refusal ("Refusal Right") with respect to lease the remaining space in the Project Building (the “"Refusal Space”") under during the terms and conditions as provided belowinitial Term of the Lease upon all of the following conditions: (iA) So long as there is no Tenant shall not at the time of exercising this Refusal Right, or at any time up to the commencement of the term for the Refusal Space, be in default (of this Lease beyond the expiration of any applicable grace and/or notice and cure period; (B) or event of default by Tenant under the Lease, If Landlord will notify Tenant when it has desires to lease all or a portion of the Refusal Space offered to a bona fide third party, Landlord shall notify Tenant of such fact and shall submit to Tenant a proposal for lease to a third party (of the “Third Party”) and applicable portion of the Refusal Space containing the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific said portion of the Refusal Space to Tenantsuch bona fide third party, and with all other terms remaining the same as under this Lease. Tenant has not leased shall have five (5) business days after the date Landlord submits said proposal to accept the proposal in writing for the Refusal Space. Tenant shall be deemed to have declined a lease for the Refusal Space if its acceptance is delayed or if the acceptance changes any term or condition of Landlord's proposal. In addition to the foregoing, if the term offered to such specific portion under bona fide party extends beyond the terms and conditions provided in this Sectionexpiration of the initial Term, Tenant shall have no further lease the Refusal Space for such extended term; however, if there are less than twenty-four (24) months remaining with respect to the initial Term, Tenant's right to such specific portion; providedexercise this Refusal Right shall be expressly conditioned upon Tenant exercising its Renewal Option described in Section 28 above with respect to the entire Premises; (C) If Tenant fails to accept Landlord's proposal for the Refusal within the five (5) business day period, howeverthen, for the balance following one hundred eighty (180) days, Landlord shall have the right to Lease said portion of the Refusal Space that has not been to a third party on materially the same terms as those offered to Tenant. If Tenant under this section remains subject to Tenant’s Right accepts the proposal then the parties shall promptly enter into a lease amendment reflecting the terms of First Refusal provided hereinsame. The rights provided to If Tenant in this Section accepts the proposal then the parties shall promptly enter into a lease amendment reflecting the terms of same; (iD) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of If Tenant leases all or a portion of the PremisesRefusal Space under this Refusal Right, Tenant shall have the right to extend the term of the Lease for the Refusal Space upon the same terms and conditions set forth in Section 28 above; (E) If Tenant leases all or a portion of the Refusal Space under this Refusal Right, Tenant's Share shall be proportionately increased; (F) Notwithstanding anything herein provided to the contrary and only to the extent such third-party refusal right conflicts with Tenant's Refusal Right, Tenant's Refusal Right shall be expressly subject to a first right of refusal held by a third party tenant, Travelers Bank & Trust FSB ("Travelers").

Right of Refusal. Landlord hereby grants to Provided Tenant a one-time is not in default hereunder, Tenant shall have an ongoing right of first refusal to lease any unoccupied space available for rent in the Project Building (other than the “space currently leased to Time Warner) hereinafter referred to as the "Refusal Space”", after the initial lease of such space, and when such space thereafter becomes unoccupied or otherwise available for Lease to other prospective tenants, provided however, that with regard to any such space located on the second floor of the Building, Time Warner, its successors or assigns, has a prior right of first opportunity to lease such space and with regard to such second floor space before Tenant may exercise its refusal right hereunder, Time Warner must first have failed to exercise its right of first opportunity with regard to said space. In the event Landlord has a bona fide prospect (other than Time Warner, its successor or assigns) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has interested in leasing all or a portion any part of the said space (and with regard to any such space on the second floor of the Building, Time Warner has failed to exercise its right of first opportunity referred to above), then prior to leasing the Refusal Space offered to such prospect, Landlord shall notify Tenant in writing of the prospect for lease to a third party (the “Third Party”) such space and the terms and conditions upon which Landlord is willing offered to such prospect for the space and Tenant shall have five (5) days thereafter to agree in writing to lease from Landlord all of the said space offered to such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice prospect upon the same terms and conditions offered to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is receivedprospect. If Tenant does provide fails to notify Landlord notice to lease the Refusal Spacein writing of its exercise of said right of first refusal within said five (5) day period, Landlord and Tenant will negotiate then in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Noticesuch case, Tenant will have been deemed to have waived its right to lease the Refusal Space and Landlord shall be free to enter into a lease said space to the prospect in substantial accordance with the Third Party (upon substantially the same terms offered to Tenant, or in accordance with any other terms and conditions listed to which Landlord and such prospect or any other prospect shall thereafter agree without Landlord having to submit any other offer to Tenant. Notwithstanding the foregoing, this right of second refusal is subject to a prior right of first opportunity in Landlord’s Notice)Time Warner, its successors or assigns, and Tenant Landlord at all times shall have no further rights with respect the right to that particular Refusal Space within renew the Projectlease of any then existing tenant in any such space. Once Landlord has offered a specific portion of the Refusal Space to TenantUntil May 17, and Tenant has not leased such specific portion under the terms and conditions provided in this Section2000, Tenant shall also have no further a right of first refusal to such specific portion; provided, however, lease that certain suite of space consisting of approximately 5,259 rentable square feet between the balance of lobby and lobby exit on the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants first floor of the Building before such space is initially leased, to be exercised in the same manner as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premisesprovided above.

Right of Refusal. In the event that Landlord hereby grants to Tenant a one-time right of first refusal (i) offers to lease space in the Project Building to a prospective tenant; or (ii) receives an offer to lease space in the Building from a prospective tenant which it is willing to accept (the “Refusal Space”) under the terms and conditions as provided below: events in (i) So long and (ii) are each a "Refusal Event" and such prospective tenant is hereafter referred to as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has "Third Party" with respect to all or a portion of the Refusal Space offered for lease to a third party (balance of the “Third Party”) and leaseable space on the terms and conditions upon second floor of the Building, of which Landlord has control, which is willing hereafter referred to lease such space (“Landlord’s Notice”) . (ii) Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the "Refusal Space, ") Landlord and shall first offer to Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Notice, Tenant will have been deemed to have waived its right to lease the Refusal Space (the "Refusal Right") on the following terms, conditions and procedures: (A) Upon the occurrence of a Refusal Event, Landlord shall tender to Tenant notice (the "Refusal Notice") of the fact of the Refusal Event and the "Economic Terms" pursuant to which Landlord would be free willing to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Space to Tenant, the Third Party. The Economic Terms shall only include (x) the rentable area of the Refusal Space; (y) the Base Rent to be charged (z) the term and commencement date of the prospective lease; (aa) the amount of tenant finish allowance to be granted to the Third Party; (bb) the operating expense methodology; (cc) renewal and expansion options and (dd) the location of the Refusal Space. (B) Tenant has not leased such specific portion under shall have a period of seven (7) business days from the tender of the Refusal Notice to give notice to Landlord ("Refusal Notice Response") of its irrevocable commitment to lease the Refusal Space upon the Economic Terms and upon the other terms and conditions provided of the Lease except that the term of the lease for the Refusal Space shall be the greater of (i) the time remaining in this Sectionthe Primary Lease Term or any Option Term or (ii) the term set forth in the Refusal Notice. Tenant's failure to timely tender the Refusal Notice Response shall irrevocably be deemed a rejection of the Refusal Space. (C) If Tenant rejects or is deemed to have rejected the Refusal Space, Landlord may (i) lease the Refusal Space to the Third Party on the Economic Terms and any other non Economic Terms and (ii) Tenant shall have no further right to such specific portion; providedlease the Refusal Space. (D) The Refusal Right is expressly subordinate to (i) the currently existing rights of MediaOne Group, howeverInc., the balance of a Delaware corporation to lease the Refusal Space that has not been offered pursuant to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit Ca lease by and between Landlord and MediaOne Group, attached hereto and made a part hereof, Inc. and (ii) the currently existing rights of Hitachi Software Global Technology Ltd., a Colorado corporation to lease the Refusal Space pursuant to a lease by and between Landlord and Hitachi Software Global Technology, Ltd. (E) Tenant shall only be afforded the Refusal Right if Tenant is not inure to in default beyond any applicable cure periods of its obligations under the benefit of any subtenant of all or a portion Lease at the time of the PremisesRefusal Event. (F) If Tenant timely exercises the Refusal Right, Tenant shall execute and deliver to Landlord all documentation reasonably requested by Landlord.

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal to lease space in the Project (the “Refusal Space”"Right of Refusal") during the Term to purchase the fee simple title to the Leased Premises, including all rights, title, and interest of Landlord under this Lease, upon the terms terms, provisions, and conditions as provided below: (i) So long as there is no default (beyond of this Section 8.01. Landlord shall not convey, assign or otherwise transfer the fee simple title to the Leased Premies or any applicable grace and/or cure period) or event portion thereof to any third party without first complying with the provisions of default by Tenant under this Section 8.01. If during the Lease, Term Landlord will notify Tenant when it has receives a bona fide written offer from an independent third party to purchase all or a portion of the Refusal Space offered for lease Leased Premises from Landlord (any such offer being referred to a third party herein as an "Offer"), then Landlord shall offer to Tenant in writing (the “Third Party”"Refusal Notice") and the right to purchase the Leased Premises or the applicable portion thereof on the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) set forth in the Offer. The Refusal Notice shall include a copy of the Offer. Tenant shall provide exercise its Right of Refusal, if at all, by written notice to Landlord, as to Tenant’s decision to lease or not to lease Landlord within fifteen (15) days after the date the Refusal Space within ten (10) business days after Landlord’s Notice is received. If received by Tenant does provide to Landlord notice to lease (the "Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-PartyElection Period"). If Tenant does not provide written notice exercise its Right of Refusal prior to Landlord within ten (10) business days after receipt the expiration of the Landlord's NoticeRefusal Election Period, Tenant will have been shall be deemed to have waived its right to lease not exercised the Right of Refusal Space and Landlord shall be free to enter into a lease with may thereafter sell all or the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific applicable portion of the Refusal Space Leased Premises on the terms set forth in the Offer to the party that submitted the Offer without regard to Tenant, and Tenant has not leased such specific portion 's rights under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portionSection 8.01; provided, however, that if Landlord does not consummate any such sale within ninety (90) days after the balance end of the Refusal Space that has Election Period, then Landlord may not been offered consummate any such sale without again making an offer to Tenant under as contemplated by this section remains subject to Tenant’s Right of First Refusal provided hereinSection 8.01. The rights provided to Tenant Nothing contained in this Section (i) are subject to the pre-existing 8.01 limits or impairs Tenant's other rights of other tenants hereunder as tenant of the Building Leased Premises for the Term. Notwithstanding the provisions of this Section 8.01, the exercise by Xxxxxxx X. Xxxxxxx ("Xxxxxxx") of Xxxxxxx'x option to purchase certain land from Landlord pursuant to that certain Option Agreement by and between Landlord and Tenant dated as described on Exhibit Cof March 12, attached hereto and made a part hereof1997, and (ii) shall not inure to and/or any subsequent, similar transaction which results in the benefit replacement of any subtenant of all or a the southern portion of the Leased Premises with equal acreage along the eastern boundary of the Leased Premises, shall not constitute an Offer for purposes of effecting Tenant's Right of Refusal.

Right of Refusal. Landlord hereby grants Prior to Tenant leasing to a one-time right of first refusal to lease space in the Project (the “Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond third party any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease (as defined below), Landlord shall first deliver to Tenant a third party written statement (the “Third PartyStatement”) to Tenant notifying Tenant that Landlord has entered into negotiations with a bona fide prospect (as evidenced by the exchange of written correspondence with a such prospect relating to proposed lease terms) and specifying the terms amount and conditions upon which Landlord is willing to lease location of such space space, the anticipated date of tender of possession, the rental rate (“Landlord’s Notice”) . (ii) including any projected rate increases over the applicable term), and any other principal economic terms. Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within ten have fourteen (1014) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Statement within which to notify Landlord in writing that it elects to lease the applicable Refusal Space (each such written notice is herein referred to as a “Notice”). If Tenant elects to lease the applicable Refusal Space within such fourteen (14) day period, then Tenant’s election shall be irrevocable. If Tenant will elects not to lease the applicable Refusal Space, Landlord shall have been deemed to have waived its the right to lease such space to any other party; provided, however, that if such space is not leased within 180 days after the Refusal Space and date of the Statement, or if the economic benefit derived from any such lease with any prospective tenant is less than 95% of the economic benefit of the lease expansion proposed in the Statement, then Landlord shall again be free required to enter into a lease comply with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect of this Rider prior to that particular Refusal Space within the Project. Once Landlord has offered a specific leasing all or any portion of the Refusal Space to Tenant, other parties. Tenant understands and Tenant has not leased such specific portion acknowledges that its rights under the terms and conditions provided in this Section, Tenant shall have no further right Rider with respect to such specific portion; provided, however, the balance of the Refusal Space located on the 7th floor are subject and subordinate to the rights of an existing tenant under its lease agreement in effect as of the date hereof. Failure by Tenant to notify Landlord within such fourteen (14) day period, or any purported election by Tenant to lease any Refusal Space that has contains any qualification or condition, shall be deemed an election by Tenant not been offered to lease the applicable Refusal Space. Notwithstanding anything to the contrary set forth herein, in the event the Statement describes a proposed transaction that contemplates the leasing of any space in addition to the Refusal Space, Tenant must agree to lease all such space in order to exercise its rights under this section remains subject Rider with respect to Tenant’s Right of First the Refusal provided hereinSpace. The rights provided term “Refusal Space” as used herein shall mean the Headway Space and the Expansion Space (excluding any such space leased by Tenant, whether pursuant to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all Rider 2 or a portion of the Premisesotherwise).

Right of Refusal. Landlord hereby grants Subject to Tenant a one-time right of first refusal to lease space Section 9.1, in the Project event that a Partner (the “Refusal Space”"Selling Partner") under shall at any time subsequent to the date hereof receive a bona fide offer from a third party that is not an Affiliate in respect of the sale of all or any portion of its Partnership Interest (or interests in the entity holding such Partnership Interest), the Selling Partner shall give the other Partners (the "Remaining Partners") notice (the "Sale Notice") of the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Space offered for lease to a third party (the “Third Party”) and the terms and conditions each such bona fide offer upon which Landlord the Selling Partner is willing to lease sell such space (“Landlord’s Notice”) . (ii) Tenant Partnership Interest. Each Remaining Partner shall provide have the right, exercisable by delivering written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space Selling Partner within ten (10) business days after Landlord’s Notice is receivedthe date of the Sale Notice, to purchase the portion of the Selling Partner's Partnership Interest (or interests in the entity holding such Partnership Interest) sought to be sold upon the terms and conditions contained in the Sale Notice. If Tenant does provide the amount of Partnership Interests (or interests in the entity holding such Partnership Interest) sought to Landlord notice be purchased by the Remaining Partners exceeds the amount sought to lease be sold by the Refusal SpaceSelling Partner, Landlord and Tenant will negotiate in good faith each Remaining Partner electing to agree upon an amendment exercise its right pursuant to this Section 9.2 shall be deemed to have exercised its right to purchase only such portion of the Partnership Interests sought to be sold as such Remaining Partner's Percentage Interest bears to the Lease aggregate Percentage Interests of all Remaining Partners exercising. If the amount of Partnership Interests (or interests in the entity holding such Partnership Interest) sought to add be purchased by the Refusal Space Remaining Partners is less than the amount sought to be sold by the Selling Partner, the Selling Partner shall be free to sell any remaining portion of such Partnership Interest to a third party that is not an Affiliate on the same terms and conditions as set forth in the Sale Notice. The Selling Partner and each Remaining Partner electing to exercise its right pursuant to this Section 9.2 shall thereupon enter into a Partnership Interest purchase agreement acceptable to the Selling Partner which shall contain the same terms and conditions set forth in the Sale Notice. In the event that any Remaining Partner fails to exercise its right as aforesaid within ten (10) business days after Landlord’s receipt of Tenant’s notice the date of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt of the Landlord's Sale Notice, Tenant will have been such Remaining Partner shall be deemed to have waived its rights under this Section 9.2 with respect to the Selling Partner's Partnership Interests (or interests in the entity holding such Partnership Interest, as the case may be) sought to be sold, and the Selling Partner shall have the absolute right to lease sell the Refusal Space Partnership Interests (or interests in the entity holding such Partnership Interest, as the case may be) as set forth in the Sale Notice to any other person or entity and Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant such Remaining Partner shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific portion of Partnership Interests as set forth in the Refusal Space to Tenant, and Tenant has not leased such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portionSale Notice; provided, however, that in the balance event that such third party sale is not consummated within six (6) months after the date of the Refusal Space Sale Notice, or if there is any material change proposed to be made in the terms or conditions of such sale, then the Selling Partner shall be required to provide a new Sale Notice to the Remaining Partners, and such Remaining Partners shall have the right to purchase that has not been portion of the Selling Partner's Partnership Interest as is being offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant for sale, all as set forth in this Section 9.2. Any Remaining Partner which fails to exercise its rights as aforesaid within ten (i10) are subject days of the receipt of any such Sale Notice shall be deemed to have waived its rights under this Section 9.2, but only with respect to the pre-existing rights of other tenants of the Building as individual transaction described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premisesin such Sale Notice.

Right of Refusal. Landlord hereby grants (a) So long as Tenant shall not be in default under the terms of this Lease, and subject to the other terms and conditions of this Section, Tenant shall have a one-time right Right of first refusal Refusal to preempt a lease to a third person of all or any portion of the remaining space on the eleventh floor of the south tower of the Building (the "Remaining Space"). Such Right of Refusal shall be subject to any and all rights currently existing in favor of any other tenant as of the effective date of this Lease. (b) If Landlord receives a bona fide offer to lease space in the Project (the “Refusal Space”) under the terms and conditions as provided below: (i) So long as there is no default (beyond any applicable grace and/or cure period) or event of default by Tenant under the Lease, Landlord will notify Tenant when it has all or a portion of the Refusal Remaining Space offered for lease from any prospective tenant, Landlord shall deliver a notice to a third party (the “Third Party”) and the include all material terms and conditions upon which Landlord is willing of such offer to lease such space (“Landlord’s Notice”) . (ii) Tenant, and Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease the Refusal Space within have ten (10) business days after Landlord’s Notice is receivedto exercise its Right of Refusal to such space. If Tenant does provide to shall exercise its Right of Refusal by timely giving Landlord notice to that Tenant shall lease the Refusal Space, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all such space under the same terms provided and provisions as those included in the offer from the third party, including Rent, Term and tenant improvement allowance, if any, and the parties shall enter into a modification of this Lease to incorporate the new space into this Lease within thirty (30) days after giving Landlord its notice exercising Tenant's Right of Refusal, the effective date of the occupancy of such new space to be mutually agreed by the parties. (c) In the event Tenant shall decline its Right of Refusal, or it shall not timely exercise its Right of Refusal, or it shall have timely exercised its Right of Refusal, but shall not timely enter into a modification of this Lease as required by Paragraph (b) above, then the Right of Refusal shall terminate as to the Third-Party. If Tenant does not provide written notice to Landlord within ten (10) business days after receipt portion of the Landlord's NoticeRemaining Space included in the offer from the third party, Tenant will have been deemed to have waived its right to lease the Refusal Space and so long as Landlord shall be free to enter into a lease with the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to agreement for that particular Refusal Space within the Project. Once Landlord has offered a specific portion of the Refusal Remaining Space to Tenant, and Tenant has not leased in accordance with the offer from such specific portion under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portion; provided, however, the balance of the Refusal Space that has not been offered to Tenant under this section remains subject to Tenant’s Right of First Refusal provided herein. The rights provided to Tenant in this Section (i) are subject to the pre-existing rights of other tenants of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to the benefit of any subtenant of all or a portion of the Premisesthird party.

Right of Refusal. Landlord hereby grants to Tenant a one-time right of first refusal to lease space in the Project (the “Refusal Space”"Right of Refusal") during the Term to purchase the fee simple title to the Leased Premises, including all rights, title, and interest of Landlord under this Lease, upon the terms terms, provisions, and conditions as provided below: (i) So long as there is no default (beyond of this Section 8.01. Landlord shall not convey, assign or otherwise transfer the fee simple title to the Leased Premises or any applicable grace and/or cure period) or event portion thereof to any third party without first complying with the provisions of default by Tenant under this Section 8.01. If during the Lease, Term Landlord will notify Tenant when it has receives a bona fide written offer from an independent third party to purchase all or a portion of the Refusal Space offered for lease Leased Premises from Landlord (any such offer being referred to a third party herein as an "Offer"), then Landlord shall offer to Tenant in writing (the “Third Party”"Refusal Notice") and the right to purchase the Leased Premises or the applicable portion thereof on the terms and conditions upon which Landlord is willing to lease such space (“Landlord’s Notice”) . (ii) set forth in the Offer. The Refusal Notice shall include a copy of the Offer. Tenant shall provide written notice to Landlordexercise its Right of Refusal, as to Tenant’s decision to lease or not to lease the Refusal Space within ten (10) business days after Landlord’s Notice is received. If Tenant does provide to Landlord notice to lease the Refusal Spaceif at all, Landlord and Tenant will negotiate in good faith to agree upon an amendment to the Lease to add the Refusal Space within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms provided to the Third-Party. If Tenant does not provide by written notice to Landlord within ten (10) business days after receipt the date the Refusal Notice is received by Tenant (the "Refusal Election Period"). If Tenant does not exercise its Right of Refusal prior to the expiration of the Landlord's NoticeRefusal Election Period, Tenant will have been shall be deemed to have waived its right to lease not exercised the Right of Refusal Space and Landlord shall be free to enter into a lease with may thereafter sell all or the Third Party (upon substantially the same terms and conditions listed in Landlord’s Notice), and Tenant shall have no further rights with respect to that particular Refusal Space within the Project. Once Landlord has offered a specific applicable portion of the Refusal Space Leased Premises on the terms set forth in the Offer to the party that submitted the Offer without regard to Tenant, and Tenant has not leased such specific portion 's rights under the terms and conditions provided in this Section, Tenant shall have no further right to such specific portionSection 8.01; provided, however, that if Landlord does not consummate any such sale within one hundred eighty (180) days after the balance end of the Refusal Space that has Election Period, then Landlord may not been offered consummate any such sale without again making an offer to Tenant under as contemplated by this section remains subject to Tenant’s Right of First Refusal provided hereinSection 8.01. The rights provided to Tenant Nothing contained in this Section (i) are subject to the pre-existing 8.01 limits or impairs Tenant's other rights of other tenants hereunder as tenant of the Building as described on Exhibit C, attached hereto and made a part hereof, and (ii) shall not inure to Leased Premises for the benefit of any subtenant of all or a portion of the PremisesTerm.