Common use of Additional Right of First Offer Clause in Contracts

Additional Right of First Offer. (a) Notwithstanding anything to the contrary, at any time that the Transfer of Stockholder Shares is no longer restricted pursuant to Section 2.1, a Stockholder shall not Transfer Stockholder Shares held by such Stockholder without first complying with the following provisions: (i) A Offeror shall first deliver an Offer Notice to each the Offerrees which Offer Notice shall specify the Offered Shares, the Offered Price and all other terms and conditions of the offer. The Offer Notice shall constitute an irrevocable offer by the Offeror to sell to the Offerees the Offered Shares at the applicable Offer Price, as hereinafter provided. (ii) Within five (5) days following receipt of the Offer Notice, each Accepting Stockholder shall provide the Offeror an Acceptance Notice specifying the number of Offered Shares, if any, it is electing to purchase. If any Offeree does not provide an Acceptance Notice to the Offeror within such period, such Offeree shall be deemed to have declined to purchase any of the Offered Shares. An Acceptance Notice shall be deemed to be an irrevocable commitment to purchase from the Offeror the number of Offered Shares which such Offeree has elected to purchase pursuant to such Acceptance Notice, subject to allocation of the Offered Shares among the Accepting Stockholders, as hereinafter provided. (iii) If the Accepting Stockholders have elected to purchase a number of Offered Shares of any class that in the aggregate exceeds the total number of Offered Shares of such class, then the number of such class of Offered Shares purchased by each Accepting Stockholder electing to purchase greater than their pro rata share of such class of Offered Shares, determined in accordance with their respective Percentage Ownership (excluding for the purposes of such calculation the Stockholder Shares held by the Offeror and the Offerees who have not exercised their option to purchase Offered Shares), shall be reduced pro rata in accordance with their respective Percentage Ownership. This Section 2.3(a)(iii) shall be construed and given effect in such manner that no Accepting Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in its Acceptance Notice. The Offeror shall promptly notify each Accepting Stockholder, if any, of the number of Offered Shares of each class allocated to it, and each such Accepting Stockholder shall be obligated to purchase at the applicable Offer Price such shares at a closing, as hereinafter provided. (iv) If the Accepting Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3(a), the Offeror (x) shall be under no obligation to sell any of the remaining Offered Shares to any other Stockholder, unless the Offeror so elects, and (y) may, within a period of thirty (30) days from the date of the Offer Notice, sell such remaining Offered Shares to one or more Third Party Transferees for cash at a price per share not less than the applicable Offer Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Offer Notice. If the Offeror does not complete the sale of the remaining Offered Shares within such thirty (30)-day period, the provisions of this Section 2.3(a) shall again apply, and no sale of such Offered Shares by the Offeror shall be made otherwise than in accordance with the terms of this Agreement. (v) The closing of purchases of Offered Shares by Accepting Stockholders pursuant to this Section 2.3(a) shall take place no later than fifteen (15) days after the date of the Offer Notice, or at such other date as the parties to the sale may agree, on the terms set forth in Section 2.2(a)(v).

Additional Right of First Offer. (a) Notwithstanding anything to The additional right of first offer set forth in Section 9 of the contrary, at any time that the Transfer of Stockholder Shares First Amendment is no longer restricted pursuant to Section 2.1, a Stockholder shall not Transfer Stockholder Shares held by such Stockholder without first complying hereby deleted and replaced with the following provisions: new text: “Tenant shall have a one-time right of first offer for all or any portion of second (2nd) and third (3rd) floors of the Building (the “Additional First Offer Space”) in the event that the Additional First Offer Space becomes vacant and available during the Term following the expiration or termination of the lease or occupancy agreement with the then tenant of such Additional First Offer Space and subject to Landlord’s right to grant any tenant of the Additional First Offer Space the right to renew or continue its term of occupancy whether or not such rights are expressly granted by a lease or other written instrument. Landlord shall notify Tenant of the terms on which Landlord intends to offer to lease the Additional First Offer Space (“Landlord’s Additional ROFO Notice”), and the Annual Fixed Rent shall be at the then current Fair Market Rent taking into account all relevant factors. Within ten (10) business days after receipt of Landlord’s Additional ROFO Notice, Tenant may, by written notice delivered to Landlord, (i) A Offeror shall first deliver an Offer Notice to each the Offerrees which Offer Notice shall specify the Offered Sharesreject Landlord’s Additional ROFO Notice, the Offered Price and all other terms and conditions of the offer. The Offer Notice shall constitute an irrevocable offer by the Offeror to sell to the Offerees the Offered Shares at the applicable Offer Price, as hereinafter provided. or (ii) Within five unconditionally and irrevocably accept Landlord’s offer to lease all (5) days following receipt of the Offer Notice, each Accepting Stockholder shall provide the Offeror an Acceptance Notice specifying the number of Offered Shares, if any, it is electing to purchase. If any Offeree does not provide an Acceptance Notice to the Offeror within such period, such Offeree shall be deemed to have declined to purchase any of the Offered Shares. An Acceptance Notice shall be deemed to be an irrevocable commitment to purchase from the Offeror the number of Offered Shares which such Offeree has elected to purchase pursuant to such Acceptance Notice, subject to allocation of the Offered Shares among the Accepting Stockholders, as hereinafter provided. (iii) If the Accepting Stockholders have elected to purchase a number of Offered Shares of any class that in the aggregate exceeds the total number of Offered Shares of such class, then the number of such class of Offered Shares purchased by each Accepting Stockholder electing to purchase greater than their pro rata share of such class of Offered Shares, determined in accordance with their respective Percentage Ownership (excluding for the purposes of such calculation the Stockholder Shares held by the Offeror and the Offerees who have not exercised their option to purchase Offered Shares), shall be reduced pro rata in accordance with their respective Percentage Ownership. This Section 2.3(a)(iii) shall be construed and given effect in such manner that no Accepting Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in its Acceptance Notice. The Offeror shall promptly notify each Accepting Stockholder, if any, of the number of Offered Shares of each class allocated to it, and each such Accepting Stockholder shall be obligated to purchase at the applicable Offer Price such shares at a closing, as hereinafter provided. (iv) If the Accepting Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3(a), the Offeror (x) shall be under no obligation to sell any of the remaining Offered Shares to any other Stockholder, unless the Offeror so elects, and (y) may, within a period of thirty (30) days from the date of the Offer Notice, sell such remaining Offered Shares to one or more Third Party Transferees for cash at a price per share but not less than the applicable Offer Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Offer Notice. If the Offeror does not complete the sale of the remaining Offered Shares within such thirty (30)-day period, the provisions of this Section 2.3(aall) shall again apply, and no sale of such Offered Shares by the Offeror shall be made otherwise than in accordance with the terms of this Agreement. (v) The closing of purchases of Offered Shares by Accepting Stockholders pursuant to this Section 2.3(a) shall take place no later than fifteen (15) days after the date of the Offer Notice, or at such other date as the parties to the sale may agree, space for Tenant’s own use on the terms set forth in Section 2.2(a)(vLandlord’s Additional ROFO Notice. If Tenant fails to timely respond as aforesaid, such failure shall be deemed Tenant’s rejection of Landlord’s Additional ROFO Notice. In the event Tenant exercises its right to the Additional First Offer Space, Landlord and Tenant hereby agree to amend those provisions of this Lease which are necessarily affected by the increase in the rentable area and leaving all other provisions of this Lease in full force and effect without modification. After Tenant takes possession of the Additional First Offer Space, the term “Premises” as used in this Lease, shall be deemed to refer to and include the Additional First Offer Space. If Landlord’s Additional ROFO Notice is rejected under clause (i) above (or demand rejected through Tenant’s failure to timely respond), then Landlord may enter into a lease for the Additional First Offer Space providing for an effective Annual Fixed Rent equal to or less than seven and one half percent (7.5%) less than that specified in Landlord’s Additional ROFO Notice. For clarity, in the event that Landlord proposes to enter into a lease for the Additional First Offer Space providing for an effective Annual Fixed Rent greater than seven and one-half percent (7.5%) less than that specified in Landlord’s Additional ROFO Notice, Landlord shall notify Tenant of such terms by sending an additional Landlord’s Additional ROFO Notice that will be subject to the terms of the preceding paragraph.”

Additional Right of First Offer. There is hereby added to Section 2.7 of the Lease the following additional right of first offer: “Tenant shall have a one-time right of first offer for all of the space on the second and third floors of the Building measuring 56,853 RSF (athe “Additional First Offer Space”) Notwithstanding anything to in the contrary, at any time event that the Transfer Additional First Offer Space becomes available during the Term. Landlord shall offer the Additional First Offer Space first to Tenant by notice (“Landlord’s Additional ROFO Notice”), on terms and conditions at the then-market conditions as determined by Landlord. Within ten (10) days after receipt of Stockholder Shares is no longer restricted pursuant Landlord’s Additional ROFO Notice, Tenant may, by written notice delivered to Section 2.1Landlord, a Stockholder shall not Transfer Stockholder Shares held by such Stockholder without first complying with the following provisions: (i) A Offeror shall first deliver an Offer Notice to each the Offerrees which Offer Notice shall specify the Offered Sharesreject Landlord’s Additional ROFO Notice, the Offered Price and all other terms and conditions of the offer. The Offer Notice shall constitute an irrevocable offer by the Offeror to sell to the Offerees the Offered Shares at the applicable Offer Price, as hereinafter provided. or (ii) Within five (5) days following receipt of the Offer Notice, each Accepting Stockholder shall provide the Offeror an Acceptance Notice specifying the number of Offered Shares, if any, it is electing unconditionally and irrevocably accept Landlord’s offer to purchase. If any Offeree does not provide an Acceptance Notice to the Offeror within lease such period, such Offeree shall be deemed to have declined to purchase any of the Offered Shares. An Acceptance Notice shall be deemed to be an irrevocable commitment to purchase from the Offeror the number of Offered Shares which such Offeree has elected to purchase pursuant to such Acceptance Notice, subject to allocation of the Offered Shares among the Accepting Stockholders, as hereinafter provided. (iii) If the Accepting Stockholders have elected to purchase a number of Offered Shares of any class that in the aggregate exceeds the total number of Offered Shares of such class, then the number of such class of Offered Shares purchased by each Accepting Stockholder electing to purchase greater than their pro rata share of such class of Offered Shares, determined in accordance with their respective Percentage Ownership (excluding space for the purposes of such calculation the Stockholder Shares held by the Offeror and the Offerees who have not exercised their option to purchase Offered Shares), shall be reduced pro rata in accordance with their respective Percentage Ownership. This Section 2.3(a)(iii) shall be construed and given effect in such manner that no Accepting Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in its Acceptance Notice. The Offeror shall promptly notify each Accepting Stockholder, if any, of the number of Offered Shares of each class allocated to it, and each such Accepting Stockholder shall be obligated to purchase at the applicable Offer Price such shares at a closing, as hereinafter provided. (iv) If the Accepting Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3(a), the Offeror (x) shall be under no obligation to sell any of the remaining Offered Shares to any other Stockholder, unless the Offeror so elects, and (y) may, within a period of thirty (30) days from the date of the Offer Notice, sell such remaining Offered Shares to one or more Third Party Transferees for cash at a price per share not less than the applicable Offer Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Offer Notice. If the Offeror does not complete the sale of the remaining Offered Shares within such thirty (30)-day period, the provisions of this Section 2.3(a) shall again apply, and no sale of such Offered Shares by the Offeror shall be made otherwise than in accordance with the terms of this Agreement. (v) The closing of purchases of Offered Shares by Accepting Stockholders pursuant to this Section 2.3(a) shall take place no later than fifteen (15) days after the date of the Offer Notice, or at such other date as the parties to the sale may agree, Tenant’s own use on the terms set forth in Section 2.2(a)(vLandlord’s Additional ROFO Notice. If Tenant fails to timely respond as aforesaid, such failure shall be deemed Tenant’s rejection of Landlord’s Additional ROFO Notice. In the event Tenant exercises its right to the Additional First Offer Space, Landlord and Tenant hereby agree to amend those provisions of this Lease which are necessarily affected by the increase in the rentable area (including the definition of the Premises) and leaving all other provisions of this Lease in full force and effect without modification. If Landlord’s Additional ROFO Notice is rejected under clause (i) above (or deemed rejected through Tenant’s failure to timely respond), then Tenant shall have no further rights with respect to the Additional First Offer Space and Landlord shall be free to enter into a lease for the Additional First Offer Space upon such terms as Landlord in its sole discretion may desire.”